


A Change Of Heart

by heartlikethat



Category: Zoey's Extraordinary Playlist (TV)
Genre: Angst with a Happy Ending, Emotional Hurt/Comfort, F/M, Friends With Benefits, Mutual Pining, Unhealthy Coping Mechanisms, What Could Possibly Go Wrong?, Zoey’s In Denial About Two Things
Language: English
Status: Completed
Published: 2020-10-24
Updated: 2020-12-20
Packaged: 2021-03-08 22:47:21
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 15
Words: 34,428
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27174037
Author URL: https://archiveofourown.org/users/heartlikethat/pseuds/heartlikethat
Summary: When Zoey learns of her father’s diagnosis, she deals with the news in the least healthy way possible — with distraction and denial. And what better way to be distracted than engaging in a casual fling with your best friend?(Set before the start of season one)
Relationships: Zoey Clarke/Max Richman
Comments: 127
Kudos: 50





	1. Distract My Brain From The Terrible News

**Author's Note:**

> I was listening to “It’s Not Living (If It’s Not With You)” by The 1975 and the line “distract my brain from the terrible news” is how this story came to be (the title is also one of their songs!)
> 
> I’m not entirely sure how _plausible_ the premise is (um, it’s not plausible at all lol), but what I _am_ sure about is that I don’t care about the plausibility! 2020 has got me _anxious_ and _sad_ and writing temporarily alleviates those terrible feelings so...here we go!!

A lot of things could be said about Zoey Clarke.

Like, it could be said that her social life was practically nonexistent or her romantic relationships always ended in disaster or she wore too many sweaters over collared shirts.

It could be said that her musical knowledge was lacking or her skills in the kitchen were abysmal at best (although she would argue that frozen burritos and Hot Pockets were perfectly acceptable dinner options for someone in their late twenties).

But one thing no one ever said about her was that she was _unprepared_.

When it came time to take the SAT, she was prepared for that. So prepared, in fact, that the perfect score she received was an expectation, not a pleasant surprise.

Finding out she was the only female coder on her team at work? She was prepared for that, too. Because she knew she was just as smart and capable as any of the men. She would even go so far as to say that she was _smarter_ and _more capable_ than many of her male counterparts.

Zoey knew her worth and knew her contributions made her an integral part of the team. Having that awareness of her intelligence and proficiency is what allowed her to shoulder every misogynistic comment from Tobin, every snide remark from Leif. She was prepared for it all.

However, nothing could have prepared her for _this._

* * *

The pit in Zoey’s stomach started forming when her mother called her earlier that day, asking her to stop by after work because _‘There’s something your father and I need to talk to you and David about.’_

The words alone weren’t reason enough to send her spiraling into full-on panic mode, but the way her mother choked back a sob before the call was abruptly ended had her thinking worst case scenario.

Were her parents getting divorced? Had someone in the family died? The latter seemed more likely of the two options, but it still wasn’t an option she wanted to be right about.

The pit grew when she stepped inside her parent’s house and she couldn’t seem to shake the overwhelming sense of foreboding she got when she found the rest of her family was already seated, waiting for her at the dining room table.

Her eyes immediately honed in on the way her parents were holding hands, like they were clinging to each other for strength and support, which only made the pit in her stomach double in size.

Zoey took a seat, even as her instinct was telling her to flee, to get the hell out of there, because nothing _good_ could possibly come out of this conversation.

“So, as you both know, I’ve been having some issues with my balance lately. Now, you kids know how persistent your mother can be,” Zoey watched as her father gave her mother a soft smile, that familiar spark of warmth present in his eyes, “and she pushed me to see a specialist. Well, many specialists, actually, until we found a doctor that was able to give me a firm diagnosis.”

Zoey felt the pit slowly expanding.

She saw as her father squeezed her mother’s hand, nodding his head at her to continue. “Your dad shows all the beginning symptoms of progressive supranuclear palsy. Usually, the life expectancy for someone with this disease is six to seven years, but the doctor informed us that your dad’s case is pretty severe and...he thinks that...well, he thinks your dad has a maximum of two years left.”

“No,” Zoey shook her head, unwilling to believe it. “You’ve only fallen a few times, that doesn’t mean that...that you’re going to...” she couldn’t finish the sentence, her throat constricting painfully as she stared into the glossy eyes of the person who meant more to her than anyone else in the world.

“Sweetheart...” her father began speaking and the consoling tone of his voice nearly did her in because what kind of daughter was she? He was the one who had just been handed a death sentence, he shouldn’t be trying to comfort _her_ at a time like this.

But whatever words of reassurance her father spoke were lost on her, the pit in her stomach now impossibly big, Zoey couldn’t fathom how she wasn’t consumed by it.

* * *

At some point, Zoey made it back to her apartment, but how she had gotten there remained a mystery. Did her brother drop her off? Did she take the train? (she didn’t _remember_ leaving the BART station and walking the rest of the way back to her apartment)

She wandered around in a daze, only to be pulled from her trance by the shrill sound of her phone going off. “Uh hey, Max. What’s up?” Her voice sounded strange to her ears as she paced back and forth across her living room.

“Are you not at your apartment yet? I’ve been knocking for a few minutes and your neighbor is giving me the death glare right now...” his voice trailed off as Zoey’s mind struggled to comprehend why Max was outside her apartment at all.

Oh.

_Right._

It was movie night.

“Sorry! Just a sec.” Her feet hastily carried her over to the door and she threw it open to reveal Max standing there, his phone still pressed against his ear. Lowering his hand, he ended the call and stepped inside as Zoey stammered out another apology. “Sorry about that. Guess I just kinda...zoned out...for a bit.”

“Please tell me you weren’t still obsessing over what Leif said about you today. Because everyone knows Joan asked you to fill in as team manager because you’re the best programmer we have. Well, everyone knows that besides Leif, anyway. But, c’mon, it’s _Leif_ , he’s an insufferable know-it-all who thinks he’s better than everyone.”

Confusion swelled inside her when she couldn’t recall what Leif had even said about her, apparently just that morning. The day seemed to be stretching endlessly into an indefinite nightmare.

_My father is dying._

Zoey moved about her kitchen with practiced ease, gathering up all the usual supplies for movie night.

_He is going to die._

Popcorn. Bowl. Wine. Wine glasses. 

_My dad will never walk me down the aisle at my wedding or live to meet his grandchildren...I mean, not unless David and Emily get on that real quick..._

“Zoey, are you alright? You seem a little distracted tonight.”

Did she? Seem distracted? She glanced down at the counter where she had placed two coffee mugs, which was _odd_ because she could have sworn she grabbed the wine glasses.

She could sense as Max walked up behind her before he cupped a hand over her shoulder in a friendly, innocent, gesture of comfort. “What’s going on in that head of yours? Anything I can do to help?”

Zoey forced herself to focus on the heat radiating from his palm, letting the feel of it distract her from her inner turmoil. It felt surprisingly nice, his hand on her, all warm and solid and strong.

That’s what she needed. A _distraction._ Something that could make her _forget_ , make her feel _anything_ that wasn’t what she was currently feeling right now. She didn’t want to feel bleak and hopeless and like her entire life was being ripped apart before her eyes and there wasn’t a damn thing she could do about it.

She just wanted to feel _good._

A thought (more like an _idea_ , really), half-formed, popped into her head.

Zoey drummed her fingers along the countertop, steeling herself. “Max...” _tap tap tap_ , she paused, letting the words run through her mind a few times. 

Before she could lose her nerve (or give herself enough time to let reason prevail), she clasped her hands together and spun around to face him. “How would you feel about _partaking_ in a friends with benefits type of relationship?”

Then, for clarity, she added, “With me.”

**Notes for the Chapter:**

> I know, I know. The FWB thing has already been done by much better writers on here. But I write to avoid feeling the bad feelings and this is what my brain wants to write (angst and sex scenes...lol which oops, spoiler alert I guess??)
> 
> Also, you know that song from Hamilton that goes “Why do you write like you're running out of time? Write day and night like you're running out of time?”....hahaha it’s me.


	2. Hey, Now I Think About What To Do

**Notes for the Chapter:**

> So in _The Office_ when Michael says, “Sometimes I'll start a sentence and I don't even know where it's going. I just hope I find it along the way”... that’s exactly how I’m writing this story lol. Unplanned! Unprepared! Hoping for the best!

“I’m sorry, Zoey. I must have misheard you because I thought you just asked me how I’d feel about having sex with you,” Max said, half-jokingly as he stared down at her, trying to decipher the expression on her face because clearly, she wasn’t being _serious._

“I did. Ask you that.” She sounded so nonchalant and Max watched as she casually leaned back against the counter and _how is she being so casual about this?_

That’s when Max noticed she was wringing her hands together as she peered up at him and _alright, she’s definitely feeling at least a little bit nervous, which is a relief._ Max himself was feeling more than a little bit taken aback.

He scrambled for a suitable response. “Um, okay. Are you asking me theoretically or like, was that a proposition?”

“I think we should have sex.”

Well, those were six words Max never expected Zoey would ever speak so bluntly to him, strung together in that exact sequence.

What was Max supposed to say to _that?_ The first word that came to mind was ‘okay’, soon followed by the words ‘is right now good for you?’ But he quickly shoved those thoughts aside because he felt like the situation called for a little more clarity. “May I ask why you think that?” He internally cringed the second those words left his mouth because... _why?_ Why couldn’t he have just kissed her instead?

“Well, we’re both _extremely and pathetically_ single. And I just think that it might be...” she trailed off, waving her hand around as she struggled to come up with the right words to accurately finish her thought, “...a fun distraction.”

“Distraction from what?” He couldn’t help but ask, his eyebrows knitting together in confusion.

Once again, Max found he was unable to read her expression as he awaited her response. “Our lackluster love lives?” Zoey offered halfheartedly as she gave a little shrug and Max was no closer to getting the clarification he wanted than when the conversation first began.

All of a sudden, Zoey just wanted to have _casual sex_ with him? Max could sense there was more to it than that, _there had to be more to it than that,_ but instead of trying to force the truth out of her, he settled for a request. “Is it alright if I think about it?”

“O-oh...uh,” Zoey stammered, looking surprised by his answer before she recovered and began nodding her head, a little too enthusiastically. “Yes, of course. Yes, you should definitely...take some time to think about it. For sure.”

She looked almost... _disappointed?_

Max didn’t have time to dwell on that for too long, though, because Zoey was pushing herself off the counter, skirting around him as she went to put the bag of popcorn in the microwave.

He busied himself with returning her coffee mugs to their proper place and pulling down two wine glasses, which he filled before heading into the living room where he waited for Zoey to join him.

The atmosphere was thick and strained with awkwardness as they forged ahead with movie night.

And _maybe_ there was a slight undercurrent of sexual tension, too, now that Zoey’s offer was out there and on the forefront of both their minds.

But still, neither uttered a word, keeping as much distance between their bodies as possible, which was no insignificant feat on her couch that was entirely too small for two grown adults.

Max’s gaze drifted over to Zoey more than a few times, taking in the way she stared straight ahead, her eyes never wavering from the screen as she clung tightly to the wine glass in her hand.

She looked and felt miles away, which had Max wishing he could see inside her head right now. He longed to reach for her, and he almost did, but he was afraid he’d do something stupid and he really did need to _think_ first, before he took any sort of action that couldn’t be reversed.

Max only managed to make it halfway through the movie before he feigned exhaustion and asked if they could finish the movie another night. He noticed that same flash of disappointment fleetingly dance across Zoey’s face as she stood up and followed him to the door, bidding him goodnight without the follow up of their customary hug or the light squeeze of her hand on his shoulder.

Back at his apartment, he collapsed onto his bed, staring up at the ceiling for what seemed like hours as sleep remained elusive.

Casual sex with Zoey...was it possible that it could be a _fun distraction?_ Or was it destined to be a _sure-fire disaster?_

* * *

At work the next day, Max continued to think about Zoey’s proposition. Very little _actual_ work was accomplished as he couldn’t seem to stop thinking about Zoey’s sudden notion to transition into being _friends with benefits._

He couldn’t decide if it was the best or the worst idea he had ever heard.

Sure, Max was undeniably attracted to Zoey and he was captivated by all of her small quirks, everything little thing that when, collectively combined, made her into the stunning person she was — someone he couldn’t help but be drawn to, always the first person he sought in a crowded room, and his favorite person to be around.

And he wouldn’t lie and say she had never occasionally slipped into his dreams, which always left him wanting (which was confusing and riddled him with guilt for thinking of Zoey in that way, even though he had no control over what occurred while he was dreaming).

However, not even in his _wildest dreams_ did he anticipate they would ever be anything more than friends. In all the years they had known each other, Zoey never once showed even the tiniest inkling of interest in him like that and so Max kept his feelings safely tucked away inside his heart. Not to brag, but he was sort of an expert at hiding his true feelings because no one even suspected the colossal crush he had on her.

 _Except_ , he conceded, there _might_ have been one girlfriend, Rebecca (his ‘crazy ex-girlfriend’, as referred to by Zoey), who realized his feelings for Zoey went beyond the confines of friendship.

When she confronted him about it, Max had been left sputtering for speech, trying to refute her claim, but in the end, it dawned on him that Rebecca was right. He had just been living in denial about it for months, because what did it matter if he liked Zoey when she didn’t reciprocate his feelings? Like an idiot, Max admitted as much to his girlfriend (not his smartest decision, that’s for sure), which ended with her promptly tossing the rest of her margarita in his face before she stormed out of the restaurant, never to be heard from again.

When Max told Zoey about his breakup with Rebecca, he conveniently left that part out.

So, maybe he did have a bit of a crush on Zoey, but it wasn’t like he was in love with her. Sure, he _loved_ her, they were _best friends_ , after all.

Still, he knew engaging in that type of relationship with Zoey ran the risk of his crush developing into something deeper, something dangerous if he fell too deep.

Was Max strong enough to hold her in his arms, to learn the taste of her, to discover the sounds she made as she came undone, knowing things would never escalate any further than _just sex?_

He was pulled from his reverie when Zoey braced her hands on the edge of his desk and leaned forward, her voice soft, “You’ve been zoned out for at least twenty minutes now...thinking about anything in particular?” She asked, her lips curving up slightly as a hint of amusement sparkled in her eyes.

“Maybe...” he replied evasively, grinning up at her.

“Did you want to walk out together?”

Max glanced at the time, 6:18, and heaved a sigh when he realized just how little work he had actually completed the entire day. “You go ahead, I still have some stuff to finish up here.”

Zoey didn’t pull away immediately, lightly tapping her fingers on his desk before she lowered her head even further, her breath fanning across his cheek as her words came out in a low tone that had Max suddenly feeling very, very warm. “The offer still stands, um...just in case you were wondering if maybe I had changed my mind.” Max didn’t have a chance to react or respond before Zoey pushed away from his desk and strode toward the elevators, vanishing from sight as he stared dumbly after her.

Another hour ticked by and when Max’s efforts failed to produce any substantial results, he turned off his computer and left the building.

As he sat in his car, foot on the brake, hands clutched tight on the steering wheel, he considered his two options — left or right? If Max went left, he would be heading in the direction of his apartment, while turning right would take him to Zoey’s.

_Okay, Max, what’ll it be? Also...why am I talking about myself in the third person right now?_

Max hesitated a few seconds longer before reaching his hand out and flicking the lever up, indicating his intention to turn right.

Because was there ever _really_ any doubt as to what his decision would be?


	3. My Skin Is Fire, It’s So Desired

**Notes for the Chapter:**

> I’m a dirty bitch and I’m not sorry.
> 
> That’s your warning if you somehow missed the explicit rating.

Zoey’s heart lurched when she received yet another text message from her mother, this one read, _‘Your dad has an appointment with Dr. Hamara next week to discuss what to expect in the coming months and to go over medication options. Would love to have the whole family there.’_

Zoey made a point to ignore it, just like she ignored all the other text messages from her parents and even one from David, asking her how she was handling the news that their father was dying.

She and her brother had never been _super_ close, especially once they entered into adulthood, both too busy with their own lives to see each other outside of the weekly dinner with their parents. David had never even stepped foot inside her apartment and Zoey was coming up on two years of living there.

As kids, their interests were vastly different, never able to find anything they both enjoyed doing, choosing instead to partake in their own separate activities.

Now, they finally shared one thing in common — they were both losing their father. As that depressing realization crossed her mind, there was a knock at the door and she hurried to answer it.

“If we’re going to do the whole...friends with benefits thing...how does it work exactly, like what are the rules?” Max jumped straight to the point, looking nervous as he stood there in the doorway.

Zoey stepped aside, silently inviting him in and leading him over to the couch once he had kicked off his shoes.

“Um,” she shifted so she was facing Max, her hands on her knees, “Well, it would just be, uh, strictly sex. So no like, real emotions or feelings would be attached since we’re friends. Keep everything... uncomplicated,” Zoey tried to keep her voice steady, feigning confidence that she certainly wasn’t feeling at the moment with Max’s undivided attention on her.

“So, you can’t go falling in love with me then,” Max quipped, grinning at her as he crossed his arms over his chest and leaned back into the couch.

“Max, we’ve been best friends for four years. If I was going to fall in love with you, I think it would have happened by now.” As she said those words, her gut gave a twist that was eerily similar to the feeling she got whenever she was lying about something.

Rather than trying to decode whatever _that_ signified, she continued on. “Okay, so that’s rule number one. Rule number two is that if one of us wants to end... _the benefits_...for any reason, then it’s over. No questions asked.”

Zoey watched as Max nodded his agreement. “Right, okay. And rule number three,” Max said, “is that we’re friends first. No matter what happens, I don’t want that to change.”

“Of course, Max. Nothing could ever come between us. We’re a team,” she leaned over and gently nudged her fist against his arm, “Solid as they come.”

Max gave a soft laugh before he uncrossed his arms and sat up straight, peering over at her. “So, uh...how do we start or, I mean, when would you want to...?” He trailed off, looking and sounding uncertain as he folded his hands across his lap.

Zoey’s phone illuminated and she could just make out the message from her mother, _‘Wednesday at 9am, let me know if you can make it.’_ She bit down on her bottom lip, hard enough to hurt and leave imprints from her teeth as she sucked in a steadying breath. “Is...is _now_ too soon?” Her tongue darted out to sweep along her lip in an unconscious attempt to soothe the slight stinging sensation and she noticed as Max’s gaze drifted to her mouth, seemingly fascinated by the movement of her tongue. 

When his eyes flicked back up to meet hers, they took a moment to search each other’s face. Her heart skipped as something passed between them when they found the confirmation they were looking for. Max swallowed heavily and Zoey watched as his Adam’s apple bobbed in his throat before they both leaned in, their movements slow and tentative.

She reached out to rest her palms flat against his chest as he cupped a hand behind her neck, drawing her close as her eyes fluttered shut in anticipation. Zoey gasped when she felt him release a shaky breath, the warmth of it tickling her skin. His nervousness had her fleetingly thinking _maybe this is a bad idea_ before their lips met in an exploratory kiss and _no, this is a great idea, maybe the best idea I’ve ever had._

Max’s lips were soft and pliant against hers, tasting faintly of black coffee and the cinnamon gum he favored, which had Zoey wondering how she tasted to him. Probably like the leftover Chinese food she had for dinner which, _gross, sorry Max._

The hand that was on her neck slid upward, tangling in her hair as his free hand settled on her waist. Zoey responded by wrapping her arms around his neck, pressing herself tight against him and tilting her head to deepen the kiss as heat pooled between her legs.

She couldn’t say if it was Max specifically that had her so turned on right now or if it was more to do with the fact that she hadn’t been intimate with anyone in almost a year and his touch felt electric, a welcome shock to her system.

A low groan escaped from the back of his throat before he abruptly pulled her onto his lap, causing her to let out a yelp of surprise which was quickly swallowed by his mouth as his hands slipped beneath the bottom hem of her shirt, eager to feel her bare skin.

Any hesitancy Max previously displayed was gone, his fingers trailing insistently up her torso until he reached the sides of her breasts. Zoey gasped as he caressed the sensitive skin, his thumbs extending to graze against her nipples before moving his hands to cup her breasts fully in his palms. She trembled under his touch, her mind going hazy with desire.

As he teased her nipples, she moaned into his mouth and rolled her hips impatiently against him, needing more, desperate for more. Breaking off the kiss, she brought her mouth to his ear and murmured, “Take me to bed.”

“ _Fuck, Zoey_ ,” he moaned before his hands moved to grab her ass and he stood in one fluid motion, easily lifting her as she wrapped her legs around his waist and let him carry her to the bedroom.

He deposited her onto the bed before stepping back and yanking his sweater over his head, causing Zoey to have a minor meltdown because _holy shit, Max is hot! Where has he been hiding all those muscles?_

When Max chuckled, a mirthful expression taking over his face, Zoey realized she must have voiced her thoughts out loud. “Well, since I’m extremely and pathetically single, as you so kindly phrased it, I have a lot of time to go to the gym,” he bantered, grinning down at her as she continued to appreciate the sight before her.

After a few more seconds of shamelessly staring at him, she shook her head. “That’s enough talking, get naked,” she demanded as she pulled her own shirt off and shimmied out of her pajama pants, leaving her clad in a pair of striped underwear (not her sexiest choice by far, but it was much too late to worry about that now). She propped herself on her elbows as she waited for him to get undressed.

It vaguely occurred to her that maybe she should feel embarrassed, exposed as she was to Max, who had never seen her in a swimsuit before, much less naked. But she felt oddly comfortable. Empowered, even, when his eyes darkened in their hungry perusal over her body.

As friends, she trusted Max with everything, always at ease around him. It only made sense that she should feel that way now, trusting him with her body, knowing he’d never hurt her. That was part of the reason she felt secure in her decision to ask him to do this whole thing with her in the first place.

Zoey’s musings were interrupted by the sight of Max stripping himself of his jeans and underwear, leaving him gloriously naked in the dim glow of her bedroom. 

There was a pause, a moment in time where neither moved as their eyes met in a heated gaze. Finally, Zoey uttered one word, his name, that broke the spell and had Max climbing over her, their lips crashing together in a renewed frenzy.

Her hands roamed wildly over his bare skin, wanting to feel everything all at once, leave no inch of him untouched. But there would be time for that later, when they could leisurely explore each other’s bodies.

She hooked a leg around his waist, forcing his hips down until she could feel his erection as it pressed against the thin fabric of her underwear. They both moaned at the contact before Zoey bucked against him, the ache between her legs almost unbearable. “ _Please,_ Max,” she begged as she continued to rub against him.

Then, remembering protection, she swept an arm out in the direction of her nightstand. “There,” she managed to gasp out, the movement of her hips momentarily stilling as she tugged her underwear down her legs.

Understanding what she meant, Max leaned over and fumbled with the drawer in his haste, quickly retrieving a condom and rolling it over his erection.

He hovered over her, studying her face. “Zoey, are you sure about this?” His eyes were clouded with lust, his voice husky. The sound of it sent a shiver down her spine as she nodded her head, reaching for him and guiding him to her entrance. “I’m sure,” she wrapped her legs around him and tilted her hips up, releasing a breathless moan as he pushed inside her.

She matched his thrusts while his head ducked to kiss along the curve of her jaw, down her neck, across her collarbone. The feel of his lips and tongue set her skin on fire, her body flushing with heat as she arched against him in a silent plea for more.

One of his hands skimmed a tantalizing path down her side before he gripped the swell of her ass, giving himself better leverage as he slammed into her, strong and steady and deep.

Zoey muttered a curse as she scrambled for purchase, her hands clutching at his arms, digging her fingers into his skin. His mouth continued its assault on her chest, hot and demanding, before he suddenly changed course, sucking softly on the sensitive skin below her ear, the sensation maddening. “ _Max...fuck...god, Max_ ,” she breathed his name between pants. Their thrusts were becoming more erratic and urgent as they neared release.

Reaching to fist a hand in Max’s hair, she gently tugged his head away from where his tongue was currently tracing along the shell of her ear, eliciting a soft moan from her throat. Zoey guided his mouth back to hers, kissing him deeply as she kept up their rhythm.

She watched with unfocused eyes as he suddenly pulled his head away to peer down at her. Zoey’s breath hitched at the soft look on his face, where she saw an emotion that was almost completely hidden by his desire, it would be so easy to deny it was ever there at all. Like many things in her life lately, she made a point to ignore it, afraid to look too deeply, afraid of what she’d find.

Squeezing her eyes shut, she focused on the feel of him moving inside her, his intoxicating scent, the warmth of his breath as it ghosted across her skin. “ _Max,_ I’m almost—” her breath caught on a particularly hard thrust, “Come with me, Max,” her voice was rough, the movement of her hips now frantic and desperate. She was so close when she felt him tense above her, her name a choked cry on his lips as he came.

A few thrusts later, just as she was ready to follow him over the edge, he pulled out and Zoey gave a strangled whimper at the loss of contact. Her body throbbed painfully as the promise of release was abruptly ripped away from her.

“Max,” she huffed in frustration, “I didn’t—” once again, Zoey was unable to _finish_ as he grabbed her and quickly positioned her so her back was pressed against his damp chest, his hand slipping down between her legs, disappearing in her folds. “I’ve got you, Zoey,” his breath was hot and ragged on her ear and she started to rock against his hand, the pressure rapidly mounting again as she had been _so goddamn close_ like twenty seconds ago.

He nipped and kissed her shoulder, his faint stubble scraping deliciously over her skin as his thumb swirled and flicked her clit, his fingers plunging inside her with smooth, measured strokes. She writhed in his arms and could only manage gasping sobs as her orgasm swept over her, clenching tight around his fingers.

“I’m sorry,” he mumbled against her skin a minute later when her labored breathing had returned to normal. Zoey could hear the embarrassment in his voice as his fingers grazed lightly over her thighs. “I tried to, uh...keep going after I...but it was too...and I couldn’t....”

She twisted in his arms, grabbing his face and pulling him in for a kiss. When she broke away from his lips, her voice came out in a sly whisper. “I think you managed to rectify the situation and you were able to produce an _extremely_ satisfying outcome.” A grin spread across his face as he let loose a soft laugh, still looking a bit sheepish as he bent to press a kiss to her mouth.

After, Zoey let him use the bathroom first to clean up and when it was her turn, she took an appropriate amount of time to freak out because _I just had sex with my best friend...what the fuck...?!_ Even though it had been _her idea_ , it was still a lot of process.

As she headed back to her room, she struggled with what she would say to Max now that they weren’t trapped in a bubble of arousal, mentally preparing herself for the awkwardness that was sure to ensue.

Her worries ended up being unfounded when she saw that Max was already fast asleep in her bed.

She regarded him carefully, realizing one rule they forgot to establish was where they both stood on the topic of _staying the night_. It definitely felt decidedly _less_ casual to Zoey at the moment, as Max had never slept over before, save for the one time he passed out on her couch during movie night and she didn’t have the heart to wake him. But he certainly hadn’t been _naked in her bed_ like he was right now.

That was a problem for Future Zoey to deal with, she ultimately decided as she crawled into bed, letting the soft sound of his breathing lull her to sleep.


	4. Why Can’t We Be Friends, When We Are Lovers?

Max woke up feeling disoriented, slowly blinking the sleep from his eyes as he took in the familiar (yet unfamiliar to wake up in) sight of Zoey’s bedroom. Memories from the previous night came flooding back and he glanced over to where Zoey was still sleeping soundly, a soft smile spreading across his face.

All at once, Max realized he had two major problems.

The first problem, after catching a glimpse of the clock on her nightstand, was that it was nearing 8am on Friday morning. Max would have to rush back to his apartment and change clothes quickly in order to make it into work on time.

The second problem, arguably the more serious one, came in the form of a fleeting, unconscious thought. As Max stared fondly at Zoey, who looked peaceful and utterly _perfect_ , he couldn’t help but think how he’d love to wake up next to her for the rest of his life.

_Oh no._

Hastily, he climbed out of her bed, the chilly air greeting his naked body and _was I really so exhausted last night that I couldn’t even be bothered to put on my underwear?_

His eyes surveyed the floor, quickly finding his boxer briefs and bending down to pull them on before heading to use the bathroom. After, he splashed some cold water on his face because he really needed to _get it together_ and remind himself that this would never be anything more to Zoey than _strictly sex._ Her exact words.

Max could make peace with that, he could accept that. Because maybe he would never have her heart, but he could have her body and wasn’t it better to have some part of her rather than none at all? 

He tried to convince himself that was true, that it would be enough.

Max began rummaging around her kitchen cabinets for coffee, hoping the smell would rouse her awake because he didn’t want to just leave without saying a word. He soon came to the conclusion that Zoey had absolutely no real food, or coffee, in her apartment.

 _How she manages to survive is beyond me,_ he mused, taking in the pathetic sight of a single loaf of bread and a box of Pop-Tarts (which were _expired_ , how was that even possible?)

“Hey, Max...can we, uh, talk for a sec?” Zoey’s voice was thick with sleep and nerves as she appeared in the kitchen.

_Oh god, she regrets last night, she wants to end this, go back to being just friends. Maybe it’s for the best, before I do or say something stupid like confess my feelings for her..._

“Sure, what’s up?” He said breezily, shutting the cabinet and trying to play it cool even as his heart was sinking into his stomach.

When he pivoted to face her, he saw that she was rooted to the spot, her eyes flicking up and down his body in open assessment. “Damn, he’s even hotter in daylight,” she muttered not-so-quietly to herself, her eyes growing wide with the realization she once again voiced her thoughts out loud.

“Thank you,” he chuckled as her cheeks flushed an adorable shade of red before she gave a slight shake of her head and opened her mouth to speak. “So, you spent the night...” she trailed off, nervously wringing her hands together.

“I did,” he confirmed, not sure what she was trying to get at.

“I just think, it kind of makes this feel more... _serious_ than it’s supposed to be, you know?” 

“Not really,” he answered truthfully. “Are you upset that I’m here right now?”

“Well,” she paused, biting her lip as she contemplated his question, “ _no,_ I guess not. But in the future, maybe let’s play it by ear, the whole staying the night thing? On a case-by-case basis?”

“Uh, sure. Out of curiosity, how often are we going to be sleeping together?”

“I don’t know,” she gave a noncommittal shrug before opening the cabinet that housed the loaf of bread and reaching for it. “Whenever we feel like it?” He watched as her face lit up with amusement. “Why, did you want to devise a sex schedule?” She joked before a thoughtful look appeared on her face and she mumbled something that sounded like _‘actually, that’s not a bad idea.’_

As Max regarded her, taking in her tousled hair and rumpled pajamas, he thought of something else that wasn’t a bad idea.

“You know, Zoey...” he drawled, slowly walking over to where she was now putting bread in the toaster, her back to him, “there is at least one _benefit_ of me staying the night.”

“Mmm, what’s that?” She asked distractedly, pushing the lever down.

“This.” Max began lightly skimming a finger down her spine while his free hand swept her hair off her shoulder, his knuckles grazing against her neck. He smiled when she let out a small gasp before he lowered his mouth to the spot behind her ear, which he discovered last night drove her particularly wild.

“You make a compelling point,” Zoey’s voice was thin and breathless as she tilted her head to give him better access. “But I think I might need further convincing.”

“Then allow me to persuade you,” he murmured, his hands disappearing under the bottom hem of her shirt, sliding over the smooth expanse of her stomach, loving the feel of her silky skin beneath his fingertips. Cupping her breasts in his palms, he gave them a gentle squeeze as Zoey arched into his touch.

He returned his attention back on her neck, kissing the sensitive skin while he rolled her nipples between his fingers until they hardened into peaks. As her breathing grew shallow, he ground against her, his erection pressing into the curve of her ass.

Suddenly, Zoey grabbed his wrist and roughly tugged his hand down to the waistband of her pants. “Bossy,” he mumbled into her skin, grinning as he slipped his hand beneath the elastic of her underwear.

Max took his time, teasing her by fingering her curls and staying just out of reach of where she was aching for his touch. She squirmed against his hand. “Max,” she groaned in frustration, “we don’t have time for this right now.” 

The reminder of _work_ and _responsibilities_ was unwelcome, because didn’t the rest of the world realize the only thing that _actually_ mattered was here in his arms?

Max abruptly stopped that train of thought before it derailed him. _This is casual, Max. Temporary. And there I go again, talking in the third person._

His hand dipped lower. _“Jesus, Zoey,”_ he breathed as he felt how soaked she was, his fingers gliding along her folds before delving inside her. The soft mewling noise she made as his thumb grazed against her clit was the sexiest sound he had ever heard.

He continued to stroke and rub her while his other hand was busy caressing her breasts. Zoey began thrusting against his hand, bringing an arm to wrap around his neck as her head was pitched back, resting heavily on his shoulder. Max couldn’t quell the urge to peer down at her, his mouth stilling as he pulled away from her neck. Her eyes were closed, lips parted as her breath was released in sharp, ragged puffs of air. _God, she’s so beautiful._

How was Max ever going to be able to give this up, _give her up_ , when their sexual interlude inevitably came to an end once Zoey found someone she wanted a _real relationship_ with?

But Max knew the risks when he agreed to do this, he just hoped it wouldn’t shatter him completely, that he’d be able to stitch back the tattered remains into something that resembled his heart.

He really was a fool for thinking he only had _just a little crush_ on Zoey.

“Max,” her voice cut through his thoughts, the sound low and rough and _hot_ , causing him to grow impossibly harder. “We, ah, didn’t have a chance to discuss this last night,” she rotated her hips in small circles, rubbing back against him, “but I’m on the pill and I’m all clear and I trust you, so...I’m good with it if you are.”

With a growl, Max wasted no time shoving her pants and underwear down her legs as she braced her hands on the counter, spreading herself to accommodate him. Pulling his erection free, he firmly planted a hand on her hip while he got himself aligned, thrusting into her in one smooth, confident motion.

A string of expletives fell from Zoey’s lips as he pressed into her again and again, his free hand drifting down to work between her legs because he was going to make damn sure she finished first this time.

He tightened his grip on her hip as he struggled to remain in control, concentrating on the sounds she was making, trying to find the right movement against her clit to drive her over the edge. _“Holy shit,”_ she gasped, “yes, just like that.” 

Encouraged, he continued to rub tight circles around the sensitive nub until her body jerked, words spilling out of her mouth, dissolving into an incoherent cry as she convulsed around him.

He grunted in triumph as he grabbed her hips with both hands, thrusting a few more times before he poured into her, biting down gently at the crook of her neck.

“I’m definitely going to be late now if I go back to my apartment and change,” his voice was hoarse as he pulled out of her, tucking himself back inside his underwear before he stepped away.

“Just take a quick shower here, I doubt anyone at work will notice if you wear the same thing as yesterday,” Zoey reasoned as she bent down to scoop up her discarded clothes. “Nobody noticed your eyebrow that one time I accidentally waxed part of it off.” She waved her index finger at him to signal that she had a point before plucking out the lukewarm toast and taking a bite.

“Yeah, and that’s exactly why I’ll never let you anywhere near my eyebrows again. I don’t know what I was thinking that night.” He shook his head as he grinned at her, his eyes brimming with mirth.

“Hey, it grew back!” She defended as she retreated from the kitchen to get ready for work. “Eventually.”

* * *

“You know,” Zoey said as he was driving them to work fifteen minutes later (with Max freshly showered, sporting faint stubble and wearing yesterday’s clothes), “we could have a lot of fun in your car.” His grip on the steering wheel tightened when he felt her hand on his thigh.

“Zoey,” his voice was unusually high-pitched, “we’re like five minutes away.”

He swallowed heavily when her hand traveled further up his leg, inching dangerously close to the crotch of his jeans. “I predict I could make you cum in half that time.”

 _“Jesus,”_ he hissed a sharp breath through clenched teeth as his entire body tensed under her touch.

“Relax,” she squeezed his thigh before withdrawing her hand, “I didn’t mean right _now_. We can test my theory another time.” When he glanced over, there was a wicked gleam in her eyes and a devilish grin on her face.

Max was learning a lot about Zoey lately, the softness of her skin, the kind of shampoo she used (lavender), the breathless way she moaned his name.

His most recent discovery? The fact that she was a dirty little tease.

* * *

By the time lunch came around and no one had commented on his outfit, Max conceded that Zoey was right — none of their coworkers noticed or cared about him in any capacity whatsoever.

So, when Tobin started rolling his way over to his desk, Max thought nothing of it. Just Tobin being Tobin.

“Alright bro, gimme some!” He held up his hand for a high five.

“Um, no? And also... _why?”_ He arched an eyebrow at Tobin before directing his attention back on his computer screen, deciding he didn’t really care whatever it was Tobin was trying to do right now.

“Because you finally got laid!”

Out of his periphery, Max noticed as Zoey’s head snapped in their direction. He forced his gaze to remain on Tobin, just in case looking over at her might somehow give them away. Although he wasn’t sure how it could, he was just being paranoid.

“How could you possibly even know that?”

“You’re wearing the same lame sweater as yesterday, dude. And I know it’s the same one because Leif and I were discussing how it makes you look like a third grader.”

“That’s great, Tobin. Really. But I’m trying to get actual work done here, so...” he went back to looking at his screen, hoping Tobin would take the hint and leave him alone.

But Tobin never was one to take a hint. Instead, he leaned in close and inhaled, which had Max instinctively recoiling and shooting him a _what the fuck?_ look.

“Aha! You smell like lavender, which means you showered at her place and used her girly shampoo. I’m happy for you, man.” Tobin clapped a hand on his shoulder as Max continued to feel extremely uncomfortable about the entire situation.

Just then, Zoey walked up, coming to his rescue. “Tobin, have you finished the pattern file? Because it needs to get done today.”

Tobin scowled up at her, crossing his arms over his chest. “You’re not the boss of me.”

“Seeing as Joan made me acting team manager until Brad gets back next week, technically I kind of am.”

She leaned down to grab Tobin’s chair to roll him back to his desk, her hair falling over his face when suddenly his eyes widened and an evil grin appeared and _oh shit this can’t be good_. “Hey Zoey,” Tobin said, his eyes locked on Max, “do I detect a hint of _lavender_ in your hair?”

“Yeah, what of it?” She asked, annoyance edging into her tone, indicating she was not in the mood.

“Oh, nothing. I was just looking for some confirmation. Don’t worry, I got it,” he winked at Max before he turned away and began typing.

Zoey stared at Max, perplexed. He feigned ignorance, shrugging his shoulders and praying like hell Tobin would keep their secret.

_Who am I kidding? We are so screwed..._


	5. I Think You Can Tell I Haven’t Been Doing Too Well

“Hey, thanks for giving me a ride to work. I really appreciate it.” Zoey gave her brother a tight smile, trying to convey gratitude with her expression even though her stomach was churning with unease.

It was Wednesday morning and they had just left their father’s appointment, bombarded with information, but there was one statement by Dr. Hamara that kept running through her mind on an endless loop.

_‘There is no known cure for this disease.’_

“Yeah, no problem, Zoey. I’m actually glad to have this chance to talk with you since you’ve been ignoring my texts.” David shot her a pointed look and the added feeling of guilt now swirling around her stomach had her wondering if she might actually vomit.

“Sorry about that. Work has just been crazy this past week, with me taking over as manager and everything.” It wasn’t _technically_ a lie, but even she knew work hadn’t been crazy enough to warrant not responding to her brother’s messages.

David gave her another look, this one heavy with skepticism, but he chose not to comment on her feeble excuse. “Anyway,” he began, drumming his fingers on the steering wheel, “Are you okay? I mean, I’ve been a _mess_ , but I know you and Dad have always shared that deep, otherworldly bond and I just wanted to check and see how you’re doing with everything.”

“Honestly, I’m _fine_ ,” she emphasized, “I’m not even totally convinced Dad has that disease.” Her tone was flippant as she fidgeted with her hands, her actions a clear contradiction to her words.

“Zoey, we have to be realistic here...”

“I am being realistic! In fact, I think I’m the _only one_ being realistic about this. Do you know how _rare_ PSP is? I’ve done _research_ , David. Only like one person gets diagnosed with that disease each year and I’m supposed to just believe our father is that one person? People get misdiagnosed all the time and I think Dad should get a second opinion, but you’re all too busy planning his funeral! He’s only fallen what, like _two_ times? And now suddenly that means he’s _dying?_ ” She ended her rant on a huff, glaring over at David.

“He’s fallen significantly more than that, Zoey. And he’s been having trouble with his eyesight lately, too,” he reasoned before releasing a sigh. “But, you might be right. Maybe we shouldn’t be thinking worst case scenario about this.”

“Thank you,” was all she offered in response before silence descended over them, neither sure what else there was to say.

* * *

As she walked off the elevator and entered the bullpen, Zoey had exactly two seconds once she sat down at her desk before Max asked, “Hey, where have you been?”

It was a fair question, seeing as how she was almost two hours late for work, and it was a question she should have been ready for. Her lack of preparedness lately was uncharacteristic and disorienting.

“Oh, uh, I was at an appointment,” her mind struggled to come up with a feasible follow-up to the question he would undoubtedly ask next, “For myself. I was at the dentist.”

“Didn’t you just go to the dentist last month?” He cocked his head in confusion as he stared at her.

_Why does Max have to be so goddamn observant? Why can’t he be like other guys who never pay attention to a word I say unless they think I’m about to screw them?_

Well, Max wasn’t like _other guys_ , she conceded, because he was her best friend and he actually cared about her. So, that explained that.

“Oral hygiene is extremely important, Max.” She hurried to change the subject. “Are we still on for movie night tonight?”

“Zoey, when have I ever missed out on movie night?” He was smiling at her before he cleared his throat and asked, “Should I, uh, bring anything with me?”

She knew what he was asking (without _actually_ asking), she could see the hopeful look in his eyes. “Nope! I’ve got everything covered. Just bring yourself. For a totally chill, _casual_ movie night.”

Zoey noticed as his smile faltered. “Okay, great,” he said before turning back to his computer. She chose to ignore the slightly dejected look on Max’s face because _she_ knew that _he_ knew this whole thing was _casual_. There was no _good_ reason for him to feel hurt that she didn’t want him to spend the night.

She took a deep breath, ready to jam on some code when she felt someone’s eyes on her. When she glanced up, Tobin was grinning widely at her.

“Tobin, what’s with your face, why are you looking at me like that?”

She watched as he rested his chin in his hands. “Movie night, huh? That sounds _exciting_.” He raised his eyebrows at her, almost in a suggestive manner.

“Uh, sure? I mean, we do it every week...” she trailed off. _Why is he being so weird?_

“Oh, I bet you do.” _Did Tobin just wink at me?_

Zoey shook her head because she didn’t have time to figure Tobin out today, she was already two hours behind.

* * *

By the time Zoey made it back to her apartment, it was approaching 8 o’clock and she was _stressed the hell out_ and ready to down a bottle of wine.

Their team manager would be returning the next day and they were way behind on _everything_ , which meant she was definitely going to get yelled at by both Brad _and_ Joan tomorrow. Because it was _her_ fault the timeline would have to be pushed back now, due to her ineffective leadership the past week. 

Zoey had tried, _really_ tried, to remain focused today and keep everyone else on track, but her mind kept wandering back to her father and _‘there is no known cure for this disease’_ and despite everything she told David, maybe she _was_ a little worried, after all.

Not only that, but Tobin continued to make cryptic comments all day long. As she was heading out, he yelled, _‘Make sure to protect yourself tonight!’_ What did that even mean? Did he think she was going to get mugged on her way home? That someone was going to break into her apartment?

Zoey welcomed the knock on the door that signaled Max’s arrival. Like, she welcomed it so much that she practically ran to answer it, which was _embarrassing_ because she shouldn’t have been that eager to see _Max_ , of all people.

But whatever, she _was_ eager (extraordinarily so) to see him and get reacquainted with his magic fingers and mouth and, well, every part of his anatomy if she was being perfectly honest.

When the whole friends with benefits idea popped into her head, Zoey thought it would be _fun_ and _distracting_ and _gratifying_. What she didn’t expect was how badly she would crave him (and they hadn’t even been sleeping together for a week yet).

She had to force herself not to attack him the second she opened the door, to not shamelessly throw herself at him and rip off his clothes because they were still _friends first_ , after all. And it was only polite to at least ask him about his day before she stripped him naked.

“Hey, Max,” she greeted him as he stepped inside, taking off his shoes and hanging up his jacket before following her into the kitchen to grab the popcorn and wine.

“What is _this?_ ” She craned her neck to see him holding up a bag of SkinnyPop popcorn, looking disgusted.

“Um, it’s called popcorn, Max. Ever heard of it?”

“Okay, but like, where’s the _real_ popcorn?”

She shrugged her shoulders. “I don’t know what to tell you, that’s all I got. Take it or leave it.” She went back to pouring the wine as he opened the bag and dumped some of the ‘pretentious popcorn’ into a bowl.

She couldn’t stop the giggle that escaped from her lips. “I’ve never seen someone get so worked up over popcorn before.” When she met his gaze, still laughing, a broad smile stretched across his face.

“This is the first time you’ve looked genuinely happy all day,” he said, grabbing the bowl and heading into the living room.

Once again, Zoey was reminded of just how observant Max was, how he seemed to notice every little detail about her.

“Yeah, I don’t think I have what it takes to be a manager. Joan _should have_ picked Leif, maybe then we wouldn’t be so damn behind schedule,” she muttered, flopping down onto the couch, careful not to spill any wine as Max fired up the movie ( _Rock of Ages_ , his choice).

“Are you kidding right now? Zoey, you’ve been crushing the whole manager thing. The only reason we’re behind is because we had impossible deadlines to begin with. There’s nothing you could have done about that.” He sat down next to her. “Honestly, I think we’ve made more progress in a week than we have in a month. And that’s all because of _you_.”

“You’re just saying that to make me feel better,” she mumbled miserably, sipping her wine.

“Zo, trust me when I say this, I have plenty of _other ways_ to make you feel better. I’m just hitting you with the truth.” The inflection in his tone caught her attention.

“What, um,” she licked her lips, peering over at him, “what are the _other ways?_ ”

His eyes darkened slightly. “Would you like me to show you?” He murmured, the low tone of his voice doing things to her body that (she believed) extended beyond the realm of possibility because how could he make her so _hot_ without even touching her?

“Yes, please,” she breathed, relinquishing her glass of wine in favor of something even more intoxicating.

Max knelt on the ground in front of her, gently tugging her blouse free from where it was tucked into her pants, his fingers dancing over her stomach before he lowered his mouth to kiss along the waistband. Zoey squirmed against him, the light brushing of his lips on her skin making her shudder with anticipation as a faint whimper arose from the back of her throat. 

She threaded her fingers through his hair, watching him as he continued to line kisses along her stomach, his hands sliding up to cup her breasts over the fabric of her bra. She leaned into his touch, cursing the inconvenient barrier that separated her from feeling his bare skin on hers. 

When his eyes flicked up so he could look at her, Max smiled against her skin as they locked eyes on each other. Zoey recognized the resulting flutter in her chest as _dangerous_ , a wave of fondness washing over her as she continued to stare into the eyes of her best friend.

That same, almost imperceptible, glimmer of _something_ was present in his eyes. It caused her breath to hitch and her heart to race and she vaguely wondered if Max was seeing a similar emotion reflected in her eyes.

Before she had a chance to start spiraling, to start debating with herself whether these feelings were more profound for something that was supposed to be _casual_ , Max’s eyes darkened again and his hands wandered to the button on her pants, plucking it loose and pulling the zipper down.

Without breaking eye contact, he stilled his movements and asked, “Are you okay with this, Zo?” His eyes were smoldering, but tenderness and concern laced his words and her traitorous heart fluttered again.

She ignored it, nodding her head as she lifted her hips so he could guide her pants and underwear off her body. Max settled himself between her legs, his hands exerting pressure as he spread her open before his mouth was hot and wet on her inner thigh, teasing her. Zoey fisted her hands into the fabric of the couch as she shifted her hips, trying to move herself into the path of his tongue.

His hands shot up to brace her hips, holding her in place. “Be patient,” he chided gently, before his grip tightened and he yanked her toward him so she was perched on the edge, his tongue darting out to trace along her outer folds and skirting around her clit as he continued to torture her.

 _“Max,_ ” she whined, high and pleading, her patience worn thin as her body throbbed with need, desperate to feel his mouth actually _on_ her, _inside_ of her.

Then, finally, _mercifully_ , he drove his tongue between her folds, his fingers flexing on her hips as she gasped, her head falling back against the couch. She wrapped her legs around him, locking him in place this time as his tongue lapped lazily at her clit, seemingly hellbent on tormenting her tonight. What, did he want her to beg for it?

Zoey began rocking against his mouth, urging him on as she groaned his name in frustration. _“Max_ , I swear to— _fuck,_ ” her threat was abruptly cut off when he plunged two fingers inside her, his tongue now swirling in earnest around her sensitive bundle of nerves.

 _“Thank you,_ ” she moaned, which had Max muffling a soft laugh against her flesh, muttering a gravelly “you’re welcome” in return before resuming his ministrations.

His limber fingers moved with deep, deliberate strokes, working in tandem with his tongue to bring her to the edge. Her head began tossing from side to side as it got to be too much, she was _so close_ , the muscles in her thighs tensing up as her hands dug deeper into the cushions of the couch.

When Max pulled his mouth away, halting his movements even though his fingers were still lodged inside her, Zoey whimpered and cursed his name, her head snapping down to see why he stopped, ready to shove his face back in to make him finish what he started. “Yes, that’s what I want,” he murmured, his eyes intense and clouded with desire as he regarded her.

Before she had a chance to ask what he meant, he slowly withdrew his fingers, eyes never wavering from hers before he quickly pushed back in, curving them slightly as his tongue lashed against her clit, unyielding in its assault until her body jerked, her thighs trembling almost violently as her orgasm crashed over her.

Max continued to peer up at her as the trembling subsided, her limbs now leaden. “Feeling better?” He grinned, looking satisfied and a bit _too_ smug, but she released a breathless laugh and matched his smile. “Much,” she confirmed as she let her legs fall from their rightful spot on his shoulders.

As he stood up, she hooked her fingers in his belt loops, tugging him forward. Her nimble fingers made quick work of his jeans and underwear, hastily shoving them down his legs before ordering Max to sit. He obeyed without hesitation, moaning as she straddled his hips and sank down onto him.

His hands slid beneath her shirt, his fingers splaying across her back as she rolled her hips incessantly against him until they were both panting heavily and nearing release. Just before Zoey toppled over the edge again, she bent down, capturing his mouth in a wet, sloppy kiss as she convulsed around him. Without breaking her rhythm, she kept up her frantic movements until she felt him tense beneath her, releasing a raspy groan from deep in his throat as he spilled himself inside her.

After cleaning themselves up, they settled in to watch the remainder of the movie. Max brought a handful of popcorn to his mouth and subsequently grimaced at the taste. Zoey rolled her eyes at him before scooping some of the popcorn to try herself. She chewed thoughtfully for a second before she gagged and shared his look of revulsion, causing them to burst into simultaneous laughter.

Later that night, when Max was on his way out the door, Zoey was suddenly struck by the notion that she didn’t want him to leave. It was a realization that shook her to her core.

“Max, wait! Actually, would you mind...” _staying with me, after all?_ “...texting me when you get to your apartment, so I know you made it back safely?”

“Sure, of course,” he smiled down at her before turning to leave. She stared forlornly after his retreating form for just a moment before she heaved a sigh and closed the door.


	6. You Think You’ve Got It Figured Out

**Notes for the Chapter:**

> This was meant to be a short chapter, just to get the plot moving along. And then it spiraled. Because my brain.

For the next few weeks, everything in Zoey’s life was _pretty good_ , she would even say her life was great, fulfilling, _normal_. That last one, _normal_ , was significant because it made her feel hopeful, like maybe her father would be alive to walk her down the aisle and meet his grandchildren and see her rise through the ranks at work.

The reason Zoey felt so optimistic? Her father hadn’t gotten any _worse_ in the last month. According to Dr. Hamara, with the severity of his condition, he should have shown signs of further decline by now. But as far as Zoey could tell, he was the same man he had always been, randomly grabbing his wife for a quick dance in the kitchen and _absolutely crushing_ the rest of them at charades during game night.

His balance was still slightly off-kilter, often having to reach out for support to keep him upright. But overall, the medication he was taking seemed to be doing an effective job at stalling the disease, at keeping him from deteriorating (thank you, Science). 

If the only thing _wrong_ with her father was being a little unsteady, then that was perfectly fine. As long as the medication kept working. As long as he didn’t get worse.

Since her father was healthy and _normal_ and not going to die (at least, not any time soon), Zoey _technically_ didn’t need to keep sleeping with Max.

But she did anyway.

Because although she no longer needed something to _distract_ her, it was fun and not at all _complicated_. In fact, it was effortless the way they could transition from being two friends debating who was the best Spider-Man one minute to having completely mindblowing (but _meaningless_ ) sex the next. And then they would immediately jump back into their debate as they got dressed and ordered takeout.

Zoey was pleased to note the dynamic of their friendship hadn’t changed. Besides the whole having sex with each other part, of course.

Once Zoey reached that conclusion, that their friendship remained as steadfast as ever, her former reluctance about Max staying the night dissipated.

What they were doing with each other was based solely on pleasure. There were no expectations, no pesky _feelings_ involved.

At this point, having him spend the night was just _convenient_.

Her apartment was closer to work and Max had a car, which meant Zoey was now allotted extra time for sleeping in the morning (or extra time to engage in those pleasurable activities with Max).

And if a small amount of his clothes had somehow migrated to her apartment and taken up residence in her closet, again, it was just because it was _convenient._

It certainly didn’t _mean anything._

* * *

“If you keep that up, we’re going to be late for work. Again.” Max’s ever-wandering hands had slipped beneath her shirt, stroking the smooth skin of her stomach. Zoey bit back a moan. She didn’t want to encourage him.

“I don’t care,” he murmured, nuzzling his face into her neck as his knuckles grazed along the hard ridge of her hip bone. “Why don’t we just call in sick today?”

Zoey’s answer was a soft, incredulous laugh. “Yeah, because that’s not suspicious. The last thing we need is for anyone at work to find out about us.” She felt as Max tensed up behind her for a second before he relaxed and his fingers edged under the elastic of her underwear.

“Max,” she admonished, twisting her body to steal a quick glance at the clock. 8:24. They definitely didn’t have time for this.

“Tell me to stop and I will.” His rough, morning voice combined with his fingers drifting dangerously close to where she was already embarrassingly wet and pulsing was enough to send a charge down her spine.

“Don’t—” her breath caught on a gasp as his fingertips glided through her folds.

“Don’t what?” He asked in an undertone. “Don’t keep doing this?” His thumb brushed against her clit and she pressed into his hand. Zoey didn’t need to see his face to know he wore a grin.

“Don’t you _dare_ stop,” she demanded, her voice a little breathless.

It was slightly unnerving how badly she always wanted him, how instantly she seemed to lose herself whenever he touched her, and how he could obliterate her ability to retain even a semblance of rationality when he sucked on that spot below her ear (like he was doing now).

If she ever took the time to analyze the situation and her feelings (which, _yikes_ ), she would have ended it right then and there. Save herself the future heartache.

As it were, Zoey was content to remain blissfully trapped in her bubble of denial, to keep up the pretense that whatever was going on between her and Max was, indeed, only _casual_.

It felt entirely too good to stop. Why would she ever _want_ to stop feeling like this? Being intimate with Max was an adrenaline rush, every sense heightened without the fear that she would crash and burn.

She shifted onto her back, letting her legs fall open and _yep, there’s that stupid grin_. “Good morning.” The twinkle in his eyes as he peered down at her was infuriating and, _maybe,_ a little endearing. Max reveled in the knowledge that he could affect her so completely, Zoey _knew_ that he did, it was written all over his face.

It should have scared her how freely she gave herself over to him, trusting him, _wanting_ him, with every fiber of her being.

“We have to be quick,” she ordered, gently pushing him onto his back before she swung a leg over to straddle him, yanking her shirt over her head and tossing it aside.

“What if I want to take my time with these?” His hands were warm and solid on her back as he brought her closer, sucking her breast into his mouth. An involuntary sigh of pleasure made its escape before she cupped his face with both hands and pulled him off. Meeting his eyes, she stroked her thumb affectionately across his cheek before leaning forward and capturing his lips in a soft, lingering kiss. “I said what I said,” she whispered against his mouth before she reached a hand down to snap at the elastic of his underwear. “Now lose these.”

* * *

They ended up being twenty minutes late and the fourth floor was in chaos, Joan currently in the midst of one of her famous tirades as they cautiously approached, trying to blend in.

“I’m this close,” Joan pinched her fingers together, leaving not even a fraction of space between them, “to firing all of you and just bringing in a bunch of wide-eyed interns that are begging for a chance to work here.” She hovered over Glenn’s shoulder, disdain radiating from every pore as she critically examined his work. “They’d probably do a better job than the mediocre crap you’re producing and we wouldn’t have to pay them.”

In retrospect, Zoey and Max should have staggered their arrival. Or maybe they should have called in sick, after all. Once Joan caught sight of them, she rounded on the pair, more specifically, on Zoey. She didn’t even seem to notice Max. 

“And where have _you_ been? You know what? Follow me.” Joan addressed the rest of the programmers, “Why aren’t you working? I want to see fingers moving, people!”

Her heels clicked confidently as she strolled into her office, leaving Zoey to exchange a fearful glance with Max before timidly following after Joan and taking the seat across from her. She gripped the edge of the chair for stability, hoping it would help with the tremors rolling through her body.

“Look, Zoey,” Joan peered at her, glasses perched on the edge of her nose. “I don’t care that you and Max are dating, but this is the third time you’ve been late and I can’t have my best programmer showing up whenever she feels like it.”

The part Zoey _should have_ focused on was how Joan just admitted she thought Zoey was their best programmer. She _should have_ apologized and assured her boss it wouldn’t happen again before exiting her office and immediately diving into work.

“Max and I aren’t dating,” was what she stupidly said instead.

Joan was unfazed, giving a noncommittal wave of her hand. “Dating, sleeping together, whatever. It’s all the same.”

_Okay, you’re not in trouble, just let it go. Just say ‘thanks Joan for not firing me today,’ pick up what’s left of your dignity and get the hell out._

But Zoey’s curiosity was piqued and her heart was hammering in her chest and she really wasn’t _the best_ at letting things go. “What makes you think we’re together?”

“I heard it from _Glenn_ , of all people. I had my doubts at first, but your conversations on Slack have been pretty revealing. Like,” Joan directed her attention on her computer, clicking her mouse a few times before narrowing her eyes at the screen, “I can tell you, when you get back to your desk, you’re going to have a message from Max that says _‘how would you feel about testing your theory in my car during lunch?’_ with a winky face.” Joan lifted her head, smirking. “It doesn’t take a genius to figure that one out.”

Zoey could feel the heat as it flooded her cheeks, a reaction of her mortification. “You’ve been reading our messages? Is that allowed, I mean, can you even do that? I feel like you can’t do that.” Her voice was high and tinged with hysteria. She wanted to sink into the floor and disappear forever.

“Zoey, I’m your boss. I can literally do whatever I want. And you should know that nothing on the internet is _actually_ private, so that’s on you.” Joan gave her a pointed look. “Like I said, I don’t care about your personal life, just in the future, don’t be late. Got it?”

Zoey nodded her head, still red and shamefaced. “I promise it won’t happen again, Joan.”

Joan acknowledged Zoey with a curt smile and nod, signaling her acceptance before she shooed her away with a wave of her hand. “Go, do some work already.”

* * *

During their lunch break, Zoey and Max were in his Audi eating food from their favorite Thai place in a secluded area of the parking garage.

“So apparently everyone thinks we’re dating,” Zoey began filling Max in on what occurred during her conversation with Joan earlier. When Max didn’t seem surprised and instead looked sheepish, realization dawned on her. “But you already knew that.” She stared expectantly at Max and waited for him to explain himself.

He averted his eyes, mumbling, “Well, it’s just that Tobin—”

“You told _Tobin_ about us?” She snapped, her eyes wild and wide.

“What? No, of course not!” He sounded affronted. “I haven’t told Tobin one personal detail about myself in four years, you think I’d tell him _that?_ ” Max raised his eyebrows at her. “No, he just kind of _assumed_ we were together...from the start.” He winced as he revealed that last bit of information, a contrite look taking over his face as he offered her a small, apologetic smile.

“And you didn’t think to tell him otherwise? Set the record straight?” Zoey made no attempt to keep the irritation out of her voice and Max recoiled. “I was hoping he’d just...keep the information to himself?” he finished lamely.

 _“Max_ ,” she huffed in exasperation, “it’s _Tobin_. He lives for gossip.”

“Is it really the worst thing if people think we’re together?” He asked, his voice going soft as he peered over at her. “I mean, you and I know that none of _this_ ,” he gestured between them, “is actually... _real_.” He swallowed heavily, searching her face, “Right?”

An unexpected surge of sorrow coursed through her body, settling in her chest. _Of course this isn’t real_. “Right,” she agreed quietly, her heart clenching. “The problem is, when this whole thing between us is...is _over _,” Zoey’s heart gave another squeeze, “then it will turn into this huge debacle on the fourth floor, everyone picking sides, deciding whether they’re Team Zoey or Team Max, I wouldn’t be surprised if there were ribbons involved to show who they support.”__

____

Silence fell over them for several seconds before Max tilted his head and his face lit up in amusement, his lips slowly curving up as he let out a soft chuckle. “Have you been watching _Gilmore Girls?_ ”

____

“Maybe,” she admitted as a matching smile stretched across her face, “But that’s not the point.”

____

“Zoey, you’re overthinking this. Do you think any of our coworkers _really_ care about the status of our relationship? I mean, we’ve been sleeping together for a month and today is the first time anyone has even mentioned it.”

____

“That’s true,” she begrudgingly conceded. “Sorry for snapping at you.” A wicked glint appeared in her eyes as she set her food aside and leaned over the center console. “Let me make it up to you. We still have to test that theory, after all.” She reached for the button on Max’s jeans, grinning when his breath hitched. “What did I say before, I only need half of five minutes?”

____

She pulled her phone out of her back pocket, opening the stopwatch feature, which caused Max to start laughing before it was abruptly cut off when she sucked him into her mouth, his head falling back against the headrest.

____

It turned out Zoey didn’t even need half that time. She only needed fifty-four seconds.

____

**Notes for the Chapter:**

> Max and Zoey seem so happy, don’t they?
> 
> 😈


	7. I Know The Sound Of Your Heart

**Notes for the Chapter:**

> I’ve settled on a definitive timeline (I mean, we’re at the halfway point, but better late than never I guess?) Forget whatever I said before, these are the facts! This story started in the beginning of May 2019 so they’ve been sleeping together for 2 months now because I was listening to august by Taylor Swift (haha uh oh) and that’s giving me fuel for what’s to come.
> 
> BUT! I could not, in good conscience, poison today by delivering you a bunch of angst. So here’s fluff and smut instead. The happiness continues!

The beginning of July marked two months of his _friends with benefits_ relationship with Zoey and undoubtedly the best two months of Max’s life. His fear that he would fall too deep, that his crush on Zoey would develop into something _more_ came to fruition.

Max had broken the first rule — he had fallen in love with his best friend.

Which should have presented a major problem, but there were these moments, these little blips of time where he swore that she felt the same way. Or, at the very least, it seemed like her feelings were headed in that direction.

With a hopeful heart and nothing but time, Max was happy to wait for Zoey and her feelings to catch up.

* * *

That first Thursday evening in July found the two in Zoey’s kitchen, with him preparing them a lasagna while she kept her distance and sipped on red wine. It was the ideal situation for everyone involved.

Music from one of Max’s many, _many_ playlists played quietly in the background, his phone paired with one of her speakers in his ambitious attempt to expand her musical knowledge.

“Are you sure you don’t want any help?” She asked for the second time, although her voice lacked any conviction. “I feel bad that you’re doing all the work and I’m just getting tipsy.”

He shook his head, giving her a knowing smirk because he saw straight through the bullshit. He knew she was more than content to sit back and watch as he flitted about her kitchen. “You staying right where you are is all the help I need.”

Sick of ordering takeout or diving into her stash of frozen burritos, he felt they were in desperate need of a home-cooked meal. And since Max had been spending more time at her apartment than his own lately, he figured making Zoey dinner was the least he could do.

As he slid the lasagna into the oven, the opening notes of “She’s Like The Wind” filtered through the air and he watched as Zoey’s face lit up in recognition. “I actually know this one!” Her cheeks were pink from the wine, her blue eyes sparkling as she grinned at him, apparently very pleased with herself.

She looked so beautiful and her exuberance was contagious. His feet carried him over to her spot at the kitchen table where he held out his hand in a silent invitation.

“Max, you know I don’t dance.”

“C’mon Zo,” he gave her his most pleading look, “it’s just us.” He tilted his head as peered down at where she sat, his hand still extended, “it’s just me.”

Her sigh of resignation was music to his ears. “Just know I’m only doing this because you’re making me dinner,” she grumbled as she reluctantly placed her hand in his. 

With a bright smile, he gently pulled her onto her feet and spun her around, warmth spreading through his chest when the sound of her laughter filled the room. After twirling her around a few more times, he settled into a simple waltz and led her around the cramped space, humming along to the music.

Max would cook for her every night if it meant he could hold her like this. Like it wasn’t _just sex_ between them. In that moment, holding Zoey close to his heart and dancing in her kitchen, it felt like there was the potential for something _more_ , something _real_. That moment was one of those blips in time that gave him hope.

“Shit! Sorry,” she muttered after her foot connected hard on top of his for the third time.

Chuckling softly, he slid a hand down to the small of her back and pulled her body flush against his so they were swaying together instead, a safer option for his feet. Zoey relaxed in his arms, a barely audible sigh escaping her lips as she rested her head in the crook of his neck.

He lowered his mouth to her ear and began quietly singing along. _“Feel her breath in my face, her body close to me. Can’t look in her eyes, she’s out of my league.”_ Max smiled when he felt her shiver as his lips brushed lightly against her ear. _“Just a fool to believe I have anything she needs. She’s like the wind.”_

He went back to humming and reveling in the feel of Zoey wrapped around him, her one hand still intertwined with his while the other toyed with the hair at the nape of his neck. He wanted to commit every detail to memory, to have this perfect moment forever etched inside the walls of his heart.

The sudden loss of her breath warming his skin pulled him from his reverie. Glancing down, her head was tilted back as she peered up at him, assessing his face.

“Max, I...” her voice was soft and vulnerable as she met his gaze and he instantly forgot how to breathe. Zoey was looking at him in a way he only ever fantasized about. _Like she loves me._ Max couldn’t help but feel this was a pivotal moment and they were on the precipice, about to fall into the something _more_ , something _real_ that he so fiercely wanted. He couldn’t remember ever wanting anything as badly as he wanted this, _her._

And then he watched as the look in her eyes slipped away. Like it was never there at all. She sucked in a sharp breath and gave him a coy smile. “I think it’s fucking _hot_ when you cook,” she finally said before fisting a hand in his sweater and yanking him down to meet her mouth. Her lips were greedy and insistent as she dragged him until her back hit the wall, grunting when she made impact.

Rather than dwell on his disappointment, he wedged his thigh between her legs, pinning her in place. She groaned softly at the pressure it put on where he could feel her heat as she ground against him.

This was what Max had agreed to, after all. _Just sex._ He shouldn’t be foolishly hoping for a declaration of her love for him. But he couldn’t forget that look in her eyes, either.

Bringing his hands up to cup her face, he deepened the kiss, his tongue prodding until she parted her lips on a gasp. Traces of wine lingered in her mouth, sweet and fruity and delicious. He savored the taste of her, his brain going fuzzy as she overwhelmed his senses, intoxicating him.

When her hands moved to grab his ass, pulling him impossibly closer, he broke away from her mouth and trailed a line of kisses down the base of her throat. Zoey’s head fell back against the wall with a soft thud, her lower body gently rocking against his thigh as she released a breathless moan.

With his mouth still latched onto her neck, his fingers tugged at the bottom hem of her sweater. “Take this off, let me see you,” he mumbled against her skin before taking a step back to give her room.

Her cheeks were flushed as she did what he asked, her pink sweater falling to the floor before she brought her hands up to start unfastening the buttons on her blouse.

Undoing the third button revealed her third layer of clothing, a nude tank top. “You wear entirely too many layers,” he teased as he went to work removing his own sweater, joining hers in a heap on the floor.

Flashing him a cheeky smile, she shrugged out of her blouse. “Where’s the fun if I don’t make you work for it?” She peeled off her tank top before reaching around for the clasp of her bra. “Is it not worth the wait?”

Max felt his throat go dry. “You’re definitely worth the wait.” His mouth was on her breast before her bra even hit the ground, scraping his teeth over her nipple before lapping at it with his tongue. When her knees buckled at the onslaught, he pressed his hips into her, holding her upright as his free hand palmed the breast he wasn’t busy sucking on. 

Zoey wriggled her hips, rubbing his erection that was straining against the thick fabric of his jeans. A guttural groan came from deep in his throat when she did it again, this time her movements slow and deliberate as she rolled herself into him.

“Take off your pants,” her voice was rough and demanding and when he drew away from her breast to look at her face, she was staring at him with an intensity that could pierce his soul, her eyes blazing and hungry. His cock twitched at the sight, he was so hard it was almost painful.

With a level of self-control he couldn’t even believe he possessed, he ignored his own aching desire to be inside her in favor of doing something else. Growling, his hands darted to the button on her pants, tugging until it gave way and making swift work of her zipper.

“I said _your_ pants,” she complained with a huff. Max grinned wickedly at her, dropping to his knees and guiding the garment down her legs. 

Using both hands to grip the curve of her ass, he leaned forward to trace his tongue along the hem of her underwear from her hip to her inner thigh. “You’re such a goddamn tease,” Zoey’s voice was thin and breathless as her legs trembled from the sensation.

Unyielding in his attempt to tease her, to make her beg, Max continued to press kisses over her stomach and the sensitive skin of her inner thighs until she gave a pleading sob, her fingers twisting in his hair as his teeth grazed along her hip bone.

His own body throbbing with need, he finally relented, his hands and mouth caressing their way up her torso.

The second he was back on his feet, Zoey surged toward him, fumbling in her haste to rid him of his jeans and underwear. She cried in triumph when her hand wrapped around his length, slowly stroking him. Her touch was warm and soft and firm and he fought the urge to thrust into her hand.

”Zoey,” he rasped as he gently encircled her wrist, halting her movements. A look passed between them before she released her hold on his cock and peeled off her underwear. “Hold on tight,” he murmured as he easily lifted her so her back was pressed against the wall, her legs winding securely around his waist.

With on hand firmly planted under her ass, he used the other to guide himself to her entrance before bracing against the wall. “Don’t let go of me, Zoey,” his voice was raw as he gave the order. The demand to not let go was meant so they both wouldn’t come crashing to the ground, but it was also a request, a plea for Zoey to not break his heart. It was unfair to ask of her, he knew that, given the parameters of their arrangement and his agreement to those terms.

Zoey nodded her head, looping her arms around his neck as he pushed into her. Once he was fully buried in her heat, he paused, searching her eyes, hoping to catch a glimpse of that same look from earlier, hoping to draw it back out of her now as they were joined together. But her eyes remained dark and clouded with lust.

When Zoey squirmed, signaling her impatience, he withdrew before slamming back into her with enough force to knock the air out of her lungs.

Max began thrusting in earnest, her breathy little moans spurring him on as he hurtled toward release. The sound and the feel of her was irresistible and it consumed him. He knew that even if he had all the time in the world with her, it would still never come close to being enough.

 _“Holy shit,”_ she panted on a particularly hard thrust, her legs tightening around his torso as he continued to press into her. Her face was glowing with sweat, her hair tousled, and Max groaned at the sight, so beautiful and erotic that he almost came undone right there.

Holding back, he clenched his teeth, grinding against her every time he buried himself inside of her, trying to give her the extra stimulation that would push her over the edge. His efforts were rewarded when a strangled cry fell from her lips as she shuddered around him.

Moaning loudly, Max let himself follow after her, the clenching of her walls coaxing his release as he poured into her.

Their bodies spent, Max carefully lowered them to the floor so they could catch their breath, Zoey sprawled across his lap. Threading his fingers through her wild hair, he leaned forward until their lips met in a lazy, sensual kiss.

“Feel free to fuck me against a wall whenever the hell you want,” was the first thing Zoey managed to say, her breathing still slightly labored before she grabbed his face and kissed him again.


	8. What Happened To Just Messing Around?

**Notes for the Chapter:**

> Umm, Gwritesforfun, if you’re reading this, one of your fics may have inspired a sentence in this chapter so I hope you don’t mind.

After the incredible sex and the incredible lasagna (which was followed by more sex because Zoey was _polite_ and wanted to convey her gratitude), Max was buttoning up his jeans as he got ready to leave. It was one of the rare instances where he didn’t stay the night (because he did still have his own apartment and they both felt he should at least spend _some_ fraction of his time there).

When Max pulled his sweater over his head, a sound of disappointment came from the back of Zoey’s throat as his muscles and bare chest disappeared from view. 

Max froze, a smile forming. “Did you just _whimper_ because I put on my clothes?”

“What? No!” She rushed to say, “Don’t be ridiculous.” She ducked her head, under the pretense of searching for her shirt, so he wouldn’t see her face and realize that he was exactly right.

He was gracious enough not to tease her about it, but when she stole a quick glance at him out of the corner of her eye, he had a small smirk on his face and it was infuriating just the same. _He’s so stupidly hot and he knows it and he knows that I know it, that hot, sexy dork._

“What time should I pick you up on Saturday?” His question tore her from her internal rant and Zoey felt panic swarm inside her chest, but she fixed a neutral expression on her face and played dumb. “Pick me up for what?” She busied herself by donning her pajamas.

“It’s the first Saturday in July. The Great Annual Clarke Family Barbecue Spectacular, as I like to call it. It’s still happening this year, right?”

“Oh, uh, yeah. Of course. Why wouldn’t it be happening?” Her voice was jittery and she was feeling on edge as she followed him out of her bedroom.

“It’s just you haven’t mentioned anything about it. I mean, your dad has always told me I have a standing invitation, but usually you pester me _endlessly_ about what Jewish dessert I plan on making and you haven’t done that yet.” He bent down to grab his shoes, pulling them on as he grinned at her. “It’s a surprise, but I think you’re really going to love it.”

It’s not that Zoey had forgotten about the barbecue, it’s just that she conveniently “forgot” to bring it to Max’s attention hoping he wouldn’t remember the event he’d been attending ever since she invited him that first year they became friends.

And it’s not that she didn’t _want_ him there, she _did_. The problem was that Max had no idea about what was going on with her father.

Because she hadn’t told him. Because telling him would make it _real_ and Zoey wasn’t ready to admit (to herself, to Max, to anyone) that her father’s condition was, in fact, getting _worse_. Just like Dr. Hamara said it would, despite the valiant efforts of modern medicine and her willful ignorance.

“You still haven’t told me what time to pick you up,” Max kindly interjected as Zoey, in her distracted state, was about to shut the door in his face.

“Right,” she gave a nervous laugh, tucking her hair behind her ears. “Um, two o’clock is fine.”

“Cool, I’ll be here at two on Saturday then.” With a smile, Max bid her a goodnight and she watched as he descended the stairs and vanished from view.

Just as Zoey was about to close the door, the one across the hall swung open to reveal her neighbor, Mo, looking sparkly and dressed to impress on his way out for the night.

“It’s nice to see the two of you finally got together,” he commented as he locked his door. When he turned around, Zoey shot him a quizzical look.

“Oh...uh...we’re not,” she stammered. “Together, I mean.” She had never really spoken to Mo before, besides the occasional exchange of awkward pleasantries (the awkwardness was on Zoey’s end, of course).

“You know that boy’s in love with you, right?” He arched an eyebrow at her, stopping near her open doorway.

Zoey’s heart skipped and she let out a disbelieving laugh. “Max is _not_ in love with me. We’re just friends.”

“Oh, my mistake. I didn’t realize _just friends_ had such loud, enthusiastic sex with each other for months on end,” Mo shot her a pointed look, his eyebrow arching even higher as Zoey’s face grew hot. “You can hear us?” She asked meekly.

“They can hear you in Oakland.”

Mortified, she crept further back into her apartment and went to end the conversation, slowly edging the door closed. “Well, anyway, no one’s _in love_ over here. We’re just two friends. Sleeping together. _Super_ casual. No biggie.” She gave a small shrug to indicate just how _chill_ she was about the whole situation.

Zoey didn’t know why she felt the sudden need to defend her personal life choices to someone who was, basically, a complete and total stranger.

Mo stared blankly at her for a long moment before he spoke again, wagging his finger at her. “You know, I always thought you were this awkward, antisocial, tiny nerd of a person who had her life all sorted out.”

“Um...thanks?”

“But now I see you’re just as screwed up as the rest of us.” Mo said matter-of-factly as he finished his assessment of her.

Plagued with curiosity and also feeling a bit put off by his judgement, Zoey couldn’t stop herself from asking, “What does _that_ mean?”

“Friends with benefits never works. Haven’t you seen the movie?”

“This isn’t a movie, this is actual life.” Zoey smartly pointed out, watching as Mo gave her a pitying look, muttering _‘oh honey_ ’ under his breath.

“I’m just saying that shit is messy. Someone always falls for the other person or wants more out of the relationship. And if it’s not you, it’s him. And I’m telling you, it’s him. That boy looks at you like you hung the goddamn stars in the sky.” Mo swept his hand through the air with dramatic flair.

For the second time that night, Zoey felt the panic swelling inside her chest and rising up her throat. “Okay, thanks for the great talk, goodnight!” Zoey slammed the door shut and jumped away from it as if she had just been burned.

As she sprawled out across her bed, heart and mind still racing, she replayed what her neighbor said over and over before she ultimately decided that Mo was wrong. Max wasn’t in love with her and she _certainly_ wasn’t in love with him (despite the fact she was on the verge of admitting _exactly that_ when they were dancing, but that was purely the wine going to her head and _thank god_ she stopped herself before she ruined everything). 

So, to be clear, there was no _romantic love_ between them, although maybe she needed to implement a few changes in their _casual_ , strictly sex arrangement, just to be safe.

* * *

Saturday afternoon came entirely too soon and Zoey was radiating nervous energy as they crossed the threshold of her parents’ house.

“Zo, what’s got you so tense? You’re making _me_ anxious right now. Are you worried your family is going to somehow realize we’ve been sleeping together? Because I can assure you, I won’t do a single thing that will make them suspicious.” 

As Max was offering his reassurance, his actions contradicted his words because his fingers were lightly trailing down her back, searing her skin and shooting off jolts of pleasure as she shivered under his touch. “Starting now.” He gave a salacious grin as he stepped away from her.

Zoey’s breath left in a _whoosh_ and now she had two problems taking up space in her mind. All her free time the past couple of days had been spent stressing about Max finding out about her father’s diagnosis that she hadn’t even stopped to consider that her family might figure out the two of them were having sex.

_Don’t be stupid, Zoey. There’s no way they could even guess that, you paranoid bitch._

A part of her also wanted to drag him upstairs to her childhood bedroom and act out one of her fantasies involving him and a beanbag chair. So, maybe she had three problems, after all.

She led Max into the backyard, her attention immediately honing in on where David was keeping a watchful eye over their father as he manned the grill.

“Max! It’s so good to see you. It’s been ages since you’ve been here!” Her mother appeared, seemingly out of nowhere, pulling Max in for a tight hug.

“It’s wonderful to see you, too. I brought rugelach,” he said once he was released from the embrace, handing the container over to Maggie who accepted it with a smile. “How many times have I told you that you don’t need to bring anything?” She gently chastised him.

“I’m happy to do it. You and your family mean so much to me.” His eyes darted over to Zoey, giving her a soft smile before glancing back at Maggie. “It’s just a small token of my appreciation.”

“Well, thank you, Max. It’s very sweet of you. Now that you’re here, would you mind taking over for David? I need his help inside, but I don’t want to leave Mitch alone at the grill, not after what happened last week.”

Zoey’s heart started drumming rapidly in her chest, her palms sweaty. She wasn’t _ready_ for Max to find out her father was in the process of dying.

“What happened last week?”

“Zoey didn’t tell you?” Her mother gave her a quick, curious look before answering Max’s question. “He had a pretty nasty fall. Luckily, no broken bones or anything, just bruised up and his coordination isn’t what it used to be, which is to be expected. But you know Mitch, he insisted on grilling today and he won’t let anyone else near it. Of course, I insisted that he have a chaperone. Compromise and intimacy, the two most important things in a marriage.”

Confusion marred his features and Zoey could practically hear all the questions swirling around in his head, but none left his lips. With a smile and a nod, he said, “I’m on it, Maggie. David looks out of his element, I’m sure he’ll be glad to go off-duty.” Her mother gave a warm laugh at that, no one would ever call David a _Grill Master_. 

Per her mother’s orders, Zoey began setting the table outside while her brother and Emily helped in the kitchen, but her gaze kept drifting over to where Max and her father were engaged in a lighthearted discussion, their mutual fondness for each other perceptible.

Sensing something bad was about to happen, she glanced over at the exact moment her father nearly toppled over, Max moving swiftly to steady him before guiding Mitch down into a chair and taking over the grilling duties like nothing amiss had even occurred, seamlessly jumping back into their conversation.

Clashing emotions consumed her — fear and concern and despair for her father, gratitude and relief because Max was right there to prevent him from falling (Max was always _right there_ , it seemed, whenever she needed him).

But the emotion Zoey fixated on was the strong surge of affection she felt toward Max, so powerful in its intensity that all she could think was _oh no, oh shit, I’m in love with my best friend. How did this happen?_

This time, she couldn’t blame it on the wine.


	9. I Feel As Though I Was Deceived

Drumming his fingers on the steering wheel, Max was deep in thought, preoccupied with the questions on his mind as he drove them back to Zoey’s apartment. He was contemplating how best to address the situation he currently found himself trapped in.

Today was the first time he ever felt like an _outsider_ with the Clarkes. And it wasn’t that they were unwelcoming or unfriendly toward him in any way, it just felt like everyone else knew something he didn’t. It was disconcerting feeling so untethered from the family that, in many ways, felt more like family to him than his own.

Growing up, Max suffered through the perpetual pursuit of trying to earn his father’s love and approval, always falling short. Of course, he knew now that a parent’s love should be freely given, not something a child had to strive for.

Countless years had been wasted trying to shape himself into the person his father wanted him to be, yet he still never could manage to make himself fit _just right_ despite the sacrifices he made which came at the expense of his self-worth.

But with the Clarkes, he never had to pretend in order to feel like he belonged. He could just be Max. And that was enough.

He took a deep breath, steeling himself, and started to ask his first question at the exact moment Zoey began asking one of her own.

“Hey, what’s going on—”

“Max, can I talk to—”

With a light chuckle, Max peered over at where Zoey sat in the passenger seat. “You go first.”

“Um, I was just thinking...” Zoey hesitated and in his peripheral vision he could tell she was twisting her rings around, one of her many nervous habits. “I was thinking that...that I don’t want you staying overnight anymore.”

She kept twisting the rings.

_Around._

“That doesn’t mean...uh, that I don’t want to continue the whole sleeping together part. Because I do. Want to keep doing that.”

_And around._

“It’s just that...it almost feels like...like we’ve been living together, uh, in a way, with how often you’ve been staying over lately.”

_And around and around and around._

“Which, it’s been... _fun_ and everything, but I kinda think I want my apartment back. To myself.”

Zoey stopped twisting the rings and Max felt her eyes studying his profile, trying to gauge his reaction.

He swallowed the lump in his throat, ignored the pit in his stomach, told his aching heart to shove off. “That makes sense,” he said, even though it didn’t.

Max had thought...well, it didn’t really matter what he thought when she was so clearly telling him what she wanted.

Had he really deluded himself into believing that Zoey could ever come to love him the way he loved her? She had said it herself, right from the start, that if she was going to fall in love with him, then it would have already happened at some point during their four years of friendship.

He was a fool to think sex was somehow the answer, the key to unlocking her heart.

“Are you upset?”

Max flashed her a tight smile. “No, I’m not upset.”

It wasn’t _technically_ a lie. He wasn’t upset with Zoey, he was upset with himself. For agreeing to the whole arrangement in the first place, for letting himself fall way too deep, for not being strong enough to end it once he realized the depth of his feelings.

More than anything, he was upset because he knew he had the chance to end it right now, when he had just discovered there was absolutely no hope of Zoey ever reciprocating his feelings.

But he had no intention of ending it.

No, he would continue to occupy the space in Zoey’s bed until she made the decision that it was over, that she was done with him.

* * *

By the time they entered her apartment and Max was kicking off his shoes, the questions he had been wanting to ask all day returned to him in a rush.

Following her into the kitchen, he waited as she filled a glass with water, brought it to her lips, and set it on the counter.

“Zoey, what’s going on with your dad?”

There was a brief moment where she looked weary and wrecked, a flicker of anguish in her eyes before it vanished and her face was a mask, her emotions concealed.

“There’s nothing going on.” She twisted her rings, looking down at the floor.

_Why is she lying to me right now?_

Max noticed all the ways Mitch had been different today. The way his hands trembled, the unsteadiness of his gait, how he had trouble keeping his eyes focused. Not to mention what Maggie said about his recent fall and how everyone seemed to be hovering around him, holding their breath, like they were just waiting for something bad to happen.

“There’s definitely _something_ you’re not telling me and I really think we should talk about—”

Zoey was shaking her head. “I don’t want to talk right now.” She grabbed his hand, gently tugging him backward, in the direction of her bedroom. “Please, Max,” she implored, her eyes pleading.

Once again, he felt untethered. Since when did Zoey start keeping secrets from him? She was holding his hand, but it felt like there was this vast distance between them and the more she tugged, the further away she stretched.

But Max could never deny Zoey anything, even if it took a toll on his heart. He had spent the majority of his life trying to please everyone else, forgoing his own happiness in the process, why should he expect now to be any different?

So, he gave in, relinquished himself over to her as clothes were shed and skin was revealed. He let the familiarity of being with her comfort him because he ached so badly for her touch, even if it had to be like this, with words left unspoken between them.

After all, Zoey wasn’t the only one keeping secrets. How could he begrudge the fact that she was hiding something from him when he hadn’t been honest with her for months, since they first started sleeping together?

If Max was too much of a coward to tell Zoey how he felt about her, then it wasn’t fair of him to try and coerce the truth out of her if she wasn’t ready, if she just needed a little more time.

He could give her that, _a little more time,_ because she would eventually confide in him.

Right? 

Clearing those thoughts from his mind, he focused his attention on the feel of her, the taste of her, the warmth of her. The fact that she was real and she was here with him now, the two of them intertwined.

Over the past couple of months, their lovemaking had transformed. In the beginning, it was all frenzied coupling and roving hands, hot and heavy as they found pleasure with each other time and time again.

Somewhere along the line, on lazy Sunday mornings when there was no rush to get to work, it turned into something more. It became soft looks and tender smiles, leisurely exploring each other’s bodies as morning faded into afternoon. Wrapped blissfully together in their own little oasis, away from reality and suspended in time.

The way they were coming together now was entirely different and it filled Max with unease. Dread found its root in his stomach.

There was something desperate in the way she moved against him, her eyes roaming his face like she was trying to memorize every inch, every crease, every line. Cataloging the details so she’d never forget how he looked in that moment.

When she burrowed her face into his neck, her breath hitched, Max thought from their physical exertion, but it would register to him later that it was actually a sob.

Even though Zoey was clinging to him, her nails digging into his back, her breath hot and damp against his skin, Max couldn’t shake the feeling that she was slipping away from him.

For some reason, he pictured the last few leaves stubbornly sticking to the trees in autumn, refusing to fall until a strong gust of wind swept through and they were left with no other choice but to let go. It was inevitable. There was simply no way they could keep holding on.

That’s what it felt like.

It felt like Zoey was about to let go.

When she came apart in his arms, she whimpered his name, her voice cracking as he joined her in what should have been rapture, but felt more like despair.

She sprang away from him before his brain could process what was happening, gathering up his discarded clothes and shoving them into his arms. Dutifully and dazed, he put them on. “Are you sure you don’t want me to stay?” It was a miracle the words made it out given how his throat was impossibly constricted.

Zoey wouldn’t meet his eyes and when she spoke, her voice sounded hollow and her face was devoid of expression. “I think it’s for the best if you go.”

The room spun. His stomach was sick with dread. Every instinct screamed at him not to walk out that door.

But Max, too afraid to admit his feelings for her, also lacked the courage to confront whatever was happening between them now. 

And so he left.

**Notes for the Chapter:**

> Ah, _the angst._ It has arrived.
> 
> Stay tuned to find out how Zoey went from ‘I’m in love with my best friend’ to ‘Get the fuck out of my apartment.’


	10. What Does It Matter If I Lie To You?

**Notes for the Chapter:**

> This is the same scene from the last chapter, but in Zoey’s POV.
> 
> Please excuse this _fucking mess_. Apparently right now I’m very into writing their musings and about the shitstorm that’s to come (instead of _actually writing_ the shitstorm), but whatever, I’m rolling with it. Things will get moving along again in the next part.

The solution to Zoey’s problem was simple — Max could no longer stay the night. 

She decided that was the safest course of action after her conversation with Mo on Thursday. Realizing she had fallen for her best friend only solidified her resolve.

Being _in love_ with Max was not an option, it was breaking Rule Number One. Max had specifically told her not to fall in love with him and she went and did it anyway. Not that she meant for it to happen, of course. That part was out of her control.

A lot of things were out of her control lately, it seemed.

So, in an attempt to regain some semblance of power over her life, she informed Max she wanted him out of apartment at night, she couldn’t have him sleeping in her bed anymore.

Somehow, Zoey’s hot mess of a brain concluded that she could continue the _strictly sex_ portion of their arrangement, that was fine, she could handle that, find a way to compartmentalize her feelings.

What she couldn’t handle was waking up to his tousled hair and his bleary brown eyes as he peered at her from underneath a mountain of pillows, somehow every single one managing to migrate its way over to him during the night. She couldn’t handle the lazy smile that stretched across his face when he first caught sight of her, his voice low and raspy as he said good morning.

She couldn’t handle those tender moments when she was floating somewhere between sleep and wakefulness, her brain not yet cognizant enough to remember that while Max shared her bed, that didn’t mean he shared her feelings.

Those quiet moments sparked vulnerability in her and that was _dangerous_. Zoey knew that now, given her recent revelation and she couldn’t permit herself to vulnerable around Max, not if she wanted to maintain dominance over her emotions.

Life as she knew it was unraveling before her eyes and she needed to have power over something, so it didn’t feel like she was spiraling. She couldn’t stop her father’s disease from ravaging his mind and body, but she could stop herself from being in love with Max.

Her heart couldn’t bear the thought of losing him, too. What if she told him she loved him and he didn’t love her back? Or, if he did love her back and they got together, only to then suffer through a devastating breakup if they couldn’t make a romantic relationship work. The risks were too high, the consequences too great. 

_It’s for the best._

Not even ten minutes later, they were in her kitchen and he was asking about her father because he was _Max_ and he was _observant_ , of course he would notice that something was different. He noticed everything. It was as infuriating as much as it was endearing.

“There’s nothing going on.”

After months of living in denial, of telling herself those exact words day after day, the lie fell automatically from her lips as she nervously fidgeted with her rings, her eyes burning a hole into the floor.

She didn’t want to talk about her dying dad, she wanted one night with Max where she allowed herself to give in, to feel the full force of her love and be swept up in it before she crammed those feelings into a corner of her heart and sealed them away forever.

Maybe that wasn’t a _normal_ or _healthy_ way to deal with her emotions, but it’s the way she was going to deal with them all the same. Then, she could go about her life, it could return to being _fun, effortless,_ and _uncomplicated_ between them.

_Casual._

Reaching for his hand, she walked him backward into her bedroom, ignored the flash of pain that flickered in his eyes.

She took her time removing his clothes, shedding his sweater before splaying her fingers across his shoulders and trailing them down his arms. His body was so familiar to her now, but she still craved him just as fiercely.

Resting her palms on his chest, she could feel his heartbeat, strong and steadfast, just like him.

At the time, she had no way of knowing that Max was not nearly as strong as she perceived him to be, that she was taking advantage of his devotion to her in order to fulfill her own selfish needs and desires.

She had no way of knowing that she would come to take everything from Max (his heart, his trust, his loyalty, his self-worth) without giving him anything of value in return. Her body would be the only part of herself she gave.

If she could have just been honest with him, about her father, about her feelings, then maybe the events that transpired in the subsequent months would have been different.

But Zoey wouldn’t offer the truth for a long time. She would just give Max the same thing, _over and over and over_ again, taking something else from him each time they joined together until there was nothing left for him to give.

All that would come to pass, Zoey just didn’t know it then, in her apartment on that first Saturday in July with her palms pressed against his chest.

Zoey met his gaze as she moved to undo the button on his jeans. His eyes were cautious and he released a shuddering breath when she hooked her fingers beneath the elastic of his underwear.

Max let her take charge of the situation, rendering himself at her mercy and trusting her completely as she stripped him of the rest of his clothes, leaving him exposed.

After removing her own clothes, she climbed onto her bed, grabbing his arm and pulling him down on top of her, his body fitting perfectly over hers.

Cradling his face in her hands, she traced the curve of his jaw with her thumb before kissing him, soft and slow. She took her time savoring the feel and taste of him, knowing she could never be like this with him again, soft and slow, not if she wanted to protect her heart. 

_It’s for the best._

His lips parted on a sigh and she seized the opportunity to deepen the kiss, her hands sliding to tangle in his hair as she held him firmly in place, wanting to keep him as close as possible for as long as she could. Warmth spread through her body like wildfire, making her feel heady and lightheaded as she lost herself in the sensation of being with him.

Nothing and no one had ever made her feel like this, not even close. And it wasn’t just the dizzying swirl of need thrumming through her veins that Max evoked, but also the overpowering sense of security she felt when she was enveloped in his embrace.

“Max,” she breathed into his mouth as she wrapped her legs around his waist, releasing a hand from his hair so she could position him at her entrance. Tightening her legs, she gently pushed until he was fully inside her, moaning softly at the welcome intrusion.

Zoey set the pace, moving languidly and deliberately against him as he matched her thrusts, their mouths still fused together in a tantalizing dance of lips and tongues.

Desperate to feel every inch of him, her hands wouldn’t stop moving as she tried to bring him closer, but it felt like she couldn’t get him close enough. Her fingers skimmed along his sides, his muscles tensing in response to her touch as he lightly nibbled on her bottom lip.

Breaking off their kiss, her eyes began poring over his face, filing away every detail so it was ingrained in her memory. Her heart clenched with the realization that he was everything she wanted but could never have.

_It’s for the best._

Suddenly, like a switch had been flipped, she felt overwhelmed, her throat tightening and she hastily yanked him toward her, burying her face into the crook of his neck as she let loose a sob, praying Max wouldn’t notice.

Her thrusts became urgent and erratic as she tried to drive away the emotions that were threatening to consume her, her nails digging hard into his back, holding him tight as she struggled to hold it together.

Zoey focused her attention on Max, listening to every gasp and moan, every whisper of her name that fell from his lips, each one sounding like a plea. She breathed in the familiar scent of his cologne and sweat, mingling together and clouding her senses.

But her throat kept tightening and the ache in her chest was impossible to ignore, even as she neared release.

Her mind tormented her, reminding her that Max had never been hers, not really, it wasn’t what they agreed to. So it shouldn’t hurt this much that she had to let go of him now ( _let go_ meaning shutting the door on any and all feelings of affection). But it did hurt, a visceral kind of pain that clawed at her heart because her feelings were a far cry from _casual_ and she felt like she was being split open, torn into pieces, shattered.

_It’s for the best._

_“Max,”_ her voice broke as she cried out his name and her body trembled, her walls clenching as she felt him pour inside her, his body momentarily collapsing on top of hers so she was burdened with the full weight of him.

Tears pricked her eyes and she hastily disentangled herself from him, scooping up his clothes and shoving them into his arms as she fought back the tears, her vision going blurry. She refused to let Max see her breakdown, to have him ask questions she was unwilling and unable to answer. Right now, she just needed him to _get out_ , she could explain herself later, come up with some reasonable excuse as to why she abruptly kicked him out of her apartment.

“Are you sure you don’t want me to stay?”

Zoey ducked her head in an attempt to compose herself before glancing in his direction, afraid to meet his eyes, afraid that if she did, she would come undone because she was barely managing to keep it together as it was. Her throat felt rough and raw, but she forced herself to speak evenly. “I think it’s for the best if you go.”

Only after the door had closed behind him did she allow the tears to fall.


	11. You’re Mad Thinking You Could Ever Save Me

**Notes for the Chapter:**

>  **Trigger Warning** for emotional abuse.
> 
> I wasn’t entirely sure what direction this story would go when I first started writing it and I’m not _sorry_ about how heavy it’s gonna get (more so in the next chapter), but proceed with caution.

_It’s for the best._

That’s what Zoey told herself (for what had to be the hundredth time by now) when she woke up the next morning to a cold and empty bed. 

Or maybe she was the one that was cold and empty, but that wasn’t an avenue she felt like exploring. She added it to the list of _Shit She Refuses To Deal With_ (a list that seemed to be growing longer every day) and got out of bed.

Shuffling into the kitchen, she searched the refrigerator for something to eat. Her heart lurched when she was greeted with the sight of _actual food_ , courtesy of Max and his thoughtfulness. Since he had been spending the majority of his time at her apartment lately, he stocked her kitchen with basic necessities that most adults (Zoey clearly not being one of them) always had on-hand. Max did it for his sake as well as her own.

The black cherry Activia yogurt had the audacity to make her throat close up, sitting right there next to a patronizing carton of orange juice.

With a sigh, she closed the refrigerator and settled for a strawberry Pop-Tart instead. Nothing like an excessive amount of high fructose corn syrup and artificial preservatives to start the day. At least they didn’t make her think of Max, so kind and considerate, who she fucked last night and pushed out the door like he didn’t mean shit to her, even though he meant _everything._

Her stomach churned at the remembrance of what she’d done.

_It’s fine, I’ll talk to him, we’ll be okay, we’re **always** okay, this won’t be any different._

Biting into the pastry, she grimaced. It tasted more unnatural and fake than she remembered, and maybe kind of stale, but it was hard to tell. She checked the box and saw they expired over a year ago.

_How long have they been in there?_

Honestly, the more Zoey thought about it, the Pop-Tarts might have been left behind by the last tenant. She ate it anyway as penance for being such a heartless bitch.

The rest of the day passed in a blur of self-loathing and nature documentaries. Zoey checked her phone obsessively, expecting Max to reach out to her. She was equal parts relieved and disappointed when he didn’t. There was no text, no phone call, no him knocking on her door demanding answers about the previous night.

As she settled into bed, she vowed that she would talk to him tomorrow at work, clear the air between them, everything would be _just fine._ Of course it would. They were Zoey and Max, best friends, a team, solid as they come.

She had no reason to suspect that they wouldn’t be _okay._

* * *

Walking off the elevator onto the fourth floor, Zoey made a beeline for the women’s restroom, needing a moment to mentally prepare herself for the conversation that was about to ensue (because all night Saturday, all day Sunday, and the fifteen minute walk to work simply wasn’t _enough_ time to gear up).

One glimpse in the mirror and Zoey was reminded just how _little_ sleep she got last night, the dark circles under her eyes glaringly apparent as she checked her reflection. After splashing some cold water on her face (which was a _mistake_ because now her collar was soaked and who _actually_ does that, anyway?), she fleetingly thought about layering on more concealer before she realized she was just trying to postpone having to face Max and more concealer _probably_ wasn’t the answer to her problems.

She blotted her face with a paper towel, straightened her damp collar, smoothed down the fabric of her sweater, gave her reflection a curt nod, and exited the restroom feeling ready and determined.

She planned to march right up to Max, apologize profusely for Saturday night, give him the fabricated excuse that she had a sudden onslaught of a terrible stomach bug (it’s not like she could tell him the _truth_ because that would just be _crazy_ ), and then go about her day. All would be well.

But Max’s desk was vacant and by the time he arrived, well, apparently ten minutes was all that it took for Zoey to completely lose her nerve.

“Mornin’, Zo.” With a warm smile and warm eyes, Max placed a cup from The Golden Gate Grind down on her desk. She knew it was a nonfat latte before she even took a sip. Stunned and a bit perturbed, she stared up at him with her mouth agape long enough for it to become uncomfortable, Max shifting on his feet as his smile faltered.

“Um...”

_Apologize._

“Good morning, Max.”

_Okay, cordial greetings are out of the way. Now would be a good time to explain myself._

“And thank you...”

_Come on, it shouldn’t be this hard._

“For the coffee.”

“Of course,” he murmured, “I figured you’d need some caffeine today, since it’s Monday and you work _here_.” He gave her a wry smile, lingering at her desk. It was almost as if he was waiting for her to say something else and her mind was screaming at her to _say something else_ , to say _anything_ really, instead of just staring at him with a blank expression.

However, her mind and her mouth seemed to be disconnected, separate entities with their own agenda and apparently her mouth’s only ambition at the moment was to offer Max a tight-lipped smile.

“Well,” he lightly rapped his knuckles on the wood before pulling his hand away and taking a step back. “That code isn’t going to write itself.” With that, he retreated to his desk and Zoey was left feeling deflated.

_Why am I such a coward?_

Throughout the day, she kept stealing glances at where Max was hunched behind his computer screen, eyebrows knitted together in concentration, looking _tired_ and _overworked_ but not like a man who hated her guts.

Maybe Max didn’t even _need_ an explanation, maybe it wasn’t bothering him like it was bothering her. As far as she could tell, he seemed totally _normal_ today. And he had brought her coffee, so that had to mean he wasn’t _upset_ or _mad_ at her for what she did, right?

That thought did little to ease her mind and Zoey remained fraught with worry until the end of the workday when Max stopped by her desk and asked if she was ready to go. His eyes and smile were as warm and kind as ever, they held not even a hint of bitterness or contempt. She released the breath she had been holding, feeling considerably lighter than she had all day.

_Everything is fine. We’re okay._

Somewhere in the murky recesses of her mind, Zoey’s _voice of reason_ was still nagging her to be honest with Max. But she had become somewhat of a master at ignoring that voice and why stop now? Why stop when everything was _fine_ and they were _okay?_

So, they never did talk about what happened on Saturday (not that night, not a week later, not for _awhile_ ). If Max was fine with pretending it never happened, then Zoey was more than happy to follow his lead. She couldn’t think of any _sensible_ reason to rattle the foundation. She figured if she did nothing, then it would continue to hold.

Max drove them to her apartment and they fell seamlessly back into their routine of having casual and meaningless sex, speaking only about inconsequential things. Whenever Max started to steer the conversation toward serious territory, about stuff that _actually mattered_ , Zoey knew how to distract and divert with a few practiced moves.

There were times, of course, when Max seemed reluctant to give in to her, times when his expression was harrowed and his eyes looked every part of a man defeated as she climbed onto his lap and silenced his questions by pressing her mouth to his, rough, desperate, and demanding.

But Max never failed her when she needed him, he always gave in.

Eventually, tension invaded the space between them. It started off slow, the strain barely perceptible, when Max would hesitate at her door after they had sex, cleaned themselves up, and got dressed. Zoey wanted to tell him that he didn’t need to leave _right away_ , that that had never been her intention when she told Max she didn’t want him to spend the night.

She wanted to ask him to stay and watch a movie, to hang out like they used to, as friends. She wanted to tell him a million different things. But her mind and her mouth were stubborn, still refusing to communicate and she never did give a voice to her thoughts.

And so the tension grew, expanding until it was suffocating and Max stopped hesitating at the door. He just left.

* * *

Things continued like that for almost two months until one day, Max invited her to his apartment for something different. The offer came right around the time her father completely lost his ability to walk, an ability that seemed to have left him overnight.

It was that bleak turning point in her father’s disease that had Zoey’s denial on the verge of transitioning into anger. She had denied the truth and repressed her feelings for so long, it was only a matter of time before the pressure became too great and something had to give, she was bound to implode. And _of course_ Max noticed that something in her had shifted.

It wasn’t until later that she recognized the invitation to go back to his place for what it was, a ploy to lower her defenses with the hope that she would confide in him. She felt significantly _less_ in control when she was in Max’s space instead of her own.

“I almost forgot what your apartment looked like,” Zoey joked as she shrugged off her jacket and hung it on a hook by the door.

A small smile formed as he reached for her hand, gently tugging her close and pressing a kiss to her temple, his lips soft and warm on her skin. “I just thought we needed a change.”

Rather than melt into his embrace like she yearned to do, she shied away from him. It was a knee-jerk reaction by now, never letting Max get _too close_ in fear that she might not being able to resist him, that her heart she had spent months hardening might yield.

When she glanced over at him, his expression was unreadable, but the brightness in his eyes had dimmed. Zoey had grown accustomed to the undercurrent of tension that laced their interactions now, yet somehow the air felt different tonight and she couldn’t quite pinpoint what had changed.

“What would you like to drink?” Max had wandered into the kitchen, pausing by the cabinet that housed his glassware.

“Um...red wine?”

He flashed her a quick smile and pulled down a wine glass. “Coming right up.”

After passing her the glass, Zoey expressed her thanks and watched as he made a grab for the almost empty bottle of Woodford Reserve, stopping himself right before he could wrap his hand around it. She watched as he clenched his fist, withdrew his hand, and retrieved the Brita pitcher from the refrigerator instead.

“You’re not drinking with me?”

The muscles in his shoulders tensed up before he shook his head and filled a glass with water. “Ah, no. Not tonight.”

Once again, Zoey couldn’t shake the feeling that something was _off_ , but she didn’t know how to ask him about it and so she ignored it. Ignoring it meant she could maintain the pretense that everything was _fine_ and they were _okay._

She drank until the wine dulled the sense of foreboding and then she dragged Max into his bedroom, crushing her body against his and kissing him with bruising force as she tore at his clothes.

Later, when their bodies were spent and drenched with sweat, tangled together as Max lightly traced patterns on her bare hip, Zoey could feel it coming, what she had been dreading. All the pieces fell into place and suddenly she knew _why_ the air felt different tonight. It was an ambush.

“Look, Zoey. I don’t know what’s going on with you lately and I’m not asking you to tell me.” Her heart picked up its pace, her stomach formed knots, her face remained securely nestled into his chest. “All I’m asking is for you to stay with me tonight.” His voice grew strangled, hoarse from emotion and it resonated with something deep inside of her. It felt like he had cast a hook right into her heart and started to pull. “Please, just... _be_ with me, no expectations, just let me hold you and be here for you, in some way.” One hand weaved its way into her hair. “Just...just _don’t go._ Not tonight.”

When she tilted her head up and met his gaze, his brown eyes were pleading, glistening with unshed tears. He looked so weary and downtrodden that all she could manage to do in response was nod, the lump in her throat rendering her unable to speak as she battled the churning in her stomach.

Max released a shaky sigh of relief and pulled her tighter against him, kissing the crown of her head and stroking his fingers over her back in a gesture that was meant to be soothing. 

Zoey felt as the line attached to her heart gave another tug. She could feel the fissures forming, threatening to split her fortified heart wide open and that’s when the panic started to set in.

It was entirely too tempting to just give in and let Max shoulder some of her weight, to let him reel her in.

She had missed being with Max like this, feeling the powerful wave of security that washed over her. She had missed it far too much, so much that it terrified her. 

But she tried.

She tried to calm her racing heart, tried to relax into his embrace and let him comfort her, tried to stop her thoughts from spiraling out of control, tried to tamp down the panic rising in her throat.

She tried and _she tried_ and **she tried.**

And then Zoey waited. She waited until his hands stilled on her back, waited until his breathing was slow and steady, waited until she was absolutely certain that Max had entered into deep sleep before she snapped the line, carefully slipping free from his embrace and out the door.

**Notes for the Chapter:**

> Sorry this part took so long (by my updating standards, I mean it’s really only been 4 days lol), I got hit by a trifecta of _misery_ all at once (depression! covid! pms!)
> 
> Anyway, these infuriating idiots will finally _Talk To Each Other_ soon.


	12. I Wasn’t Told You’d Be This Cold (Now It’s My Time To Depart)

**Notes for the Chapter:**

>  **JANUARY! THE! FIFTH! JANUARY! THE! FIFTH!**  
>    
> How many times will I edit the tags on this fic? Who the heck knows lol. Umm...I know I said I wasn’t sorry about how heavy this was gonna get, but maybe I am a little bit sorry so _please don’t yell at me._
> 
> Oh and this Max chapter backpedals a bit, diving into the two months between Zoey Kicking Him Out to Zoey Leaving Him In The Middle Of The Night, and then it moves forward from there.

Max anchored his heart around the notion that Zoey needed just _a little more time_. More time to work up the nerve to tell him what was going on in her life, to tell him that she loved him, too. Because despite her recent actions and behavior around him, he couldn’t write off all the soft moments they had shared, he couldn’t make himself believe that they meant _nothing_ to her.

So, he was willing to give her that — _a little more time._

His life fell into a pattern. He woke up alone (feeling hopeful), went to work, slept with Zoey, went to bed alone (feeling hopeless).

Each day that passed where Zoey didn’t talk to him, where she _refused_ to talk to him, it broke him just _a little more._ But he clung desperately onto the hope that if he gave her just _a little more time_ , it would all be worth it in the end.

He would be there, right by her side, for as long as she needed him, his own heart be damned. Because how could he break it off when he couldn’t stand the thought of losing what little part he had of her?

And how could he not be there for her when it was so obvious that she clearly needed him? How many times had she said those exacts words, _‘please Max, I need you_ ,’ in that cajoling tone as she pressed her body flush against his own?

Admittedly, it took him a long time to finally accept the fact that maybe she _needed_ him, but she didn’t _want_ him.

Max never thought being with Zoey would make him feel like this.

Every time he tried to get her to open up, every time she silenced him with her body, a single flick of her tongue, every time he surrendered himself over to her. He no longer felt satisfied when they were together, when he poured into her. Instead, he was consumed with self-disgust, repulsed by how submissive he had become, how he so willingly disregarded his own needs to fulfill hers.

He felt used and defiled and so goddamn weak.

Soon, his life fell into a new pattern. He woke up alone (feeling hopeless), went to work (feeling hopeless), slept with Zoey (feeling hopeless), went to the bar (feeling hopeless), went to bed alone (feeling hopeless).

It was the story of his life. Forsaking his own happiness and well-being for everyone else. And what did it matter? He still fell short, he still never was _good enough_ for anyone. Not his family, especially not his father, and apparently, not even Zoey. Why couldn’t he ever be enough?

Feeling beaten down, he didn’t know where to turn, what to do next. The one person he always turned to, who he _fucking wanted to turn to_ , wasn’t available. Zoey might as well be cast in stone with how cold and callous she had been toward him lately.

So, he turned to whiskey.

Maybe he had more in common with his father than he thought, chasing his problems away from the bottom of a bottle. It was a miserable parallel, but Max felt miserable and so he wallowed in his misery with copious amounts of the aforementioned amber liquid.

The alcohol didn’t fix or completely numb his aching heart, but it dulled the edges, made it so the pain wasn’t quite so piercing and he could carry on another day. Patched it up just enough to get by before it was once again ripped open. Lather. Rinse. Repeat.

“Back again to drown your sorrows?” When Max lifted his eyes and saw the double whiskey neat waiting for him before he even had a chance to slide his sorry, pathetic ass onto the barstool, he hesitated. Those words hit him like a freight train, but they also gave him clarity.

All these months he had been waiting, giving Zoey just _a little more time_ , anchoring his heart around the belief that she would eventually confide in him.

Now, he realized he had anchored his heart to a sinking ship and he was drowning.

Laying down a fifty dollar bill, Max muttered that he wouldn’t be coming back and left the bar.

It was time to rewrite the story of his life.

* * *

At work the following day, Max noticed that something was wrong with Zoey, which he already _knew that_ , of course. But this was different because she reminded him of an angry chihuahua that could snap at any second. 

Everything about her was tense. Her muscles were taut, her face was screwed up tight as she grumbled curses loud enough for him (and everyone in a twenty foot radius) to hear roughly every thirty seconds while her fingers pounded relentlessly on the keyboard.

Max feared that one stupid comment from Tobin might set her off.

Cautiously, he approached her desk. “What’d that poor keyboard ever do to you?” He joked, immediately regretting it. Why was he so worried about Tobin saying something stupid when he was more than capable of doing it himself?

“Just can’t seem to get this damn code to run right,” she said through clenched teeth, furiously hitting the Backspace button as lines of code vanished in a blur.

As Max watched and considered her method, he couldn’t help but think it would be far easier to just select the entire section she wanted to delete, but he kept that opinion firmly to himself.

“Would you like me to take a look at it? Maybe it could use a fresh set of eyes?”

“No, no.” She shook her head, biting down hard on her bottom lip as she began typing again. “I can handle it on my own. It’s just a simple problem...” she narrowed her eyes, “so that means there’s a simple solution. I can fix it.” Zoey blew out a harsh breath in frustration. “I _have_ to fix it.” There was a tinge of hysteria in her voice and her eyes were looking more than a little wild, but she hadn’t spared one glance in his direction and Max knew a lost cause when it was hyper-fixated on a computer screen right in front of him, so he left her alone for the remainder of the day.

In a weird, slightly fucked up kind of way, it was _nice_ seeing Zoey like this, all manic and frenzied, instead of withdrawn from the rest of the world. For months she had been so hollow and unfeeling. And while he’d much prefer the return of their lighthearted banter and just _talking in general_ , showing any emotion, even agitation, was better than Robot Zoey (although Max could think of many robots that exhibited more sentiment than her lately so maybe he needed to come up with a more accurate representation).

Later, when they were on their way out, in a last-ditch effort to get the truth out of her, he invited her back to his apartment. He thought if he could just convince Zoey to stay with him for the night, if she’d just _let him be there for her_ in companionable quietude, then that would be a start. All he needed was for her to give an inch, he wouldn’t take a mile, he’d be happy with just that one inch.

So he’d give her this last opportunity to be honest with him. What could it hurt? It wasn’t like his heart could possibly break any more.

And in fact, his heart soared when she agreed, when she stayed safely tucked inside his arms. Relief flooded his veins and he felt hope blossoming in his chest once again.

 _Finally_ , he thought as he drifted off to sleep, _finally we’re getting somewhere._

But then he woke up alone the next morning. She had slipped away from him, as elusive as the wind.

With despair, Max realized just how wrong he had been. His heart could break more, because now it was shattered.

* * *

The first thing Max did, after picking the tattered remains of his heart up off the floor and stuffing the pieces back inside his chest, was pour out the whiskey.

He watched it disappear down the drain, along with the last vestige of hope he held that he and Zoey could ever be anything _more_ than friends. He wasn’t entirely sure they could even be friends at this point. 

How had it come to this? 

Grabbing his phone, wallet, and keys, he got in his car and headed over to Zoey’s apartment.

She seemed surprised when she opened the door to see him standing there, hands shoved deep into the pockets of his jeans. Her expression quickly transformed, guilt seeping its way into every line and over every smooth surface of her face. 

“Max...? W-what are you doing here?”

“I could ask you the same thing.” His tone was measured and he shot her a wry smile as he pushed his way into her apartment, making himself comfortable on her couch.

He watched as she hesitantly took a seat next to him and began fidgeting with her rings. “I’m sorry that...that I left. It’s just that I got a text from Mo, you know Mo, my neighbor?” Max humored her with a nod. “He was in the middle of a crisis and...he wanted my help,” she finished lamely, giving a little shrug and looking sheepish.

“Sure, of course. Who better to call in an emergency than your barely acquainted neighbor?” He deadpanned.

“Max, I said I’m sorry.” She sidled over and climbed onto his lap, looping her arms around his neck. “But I can make it up to you.” She pressed her lips to his, warm and enticing and so painfully familiar. For a second, he allowed himself to kiss her back and he kissed her like it would be the last time he ever did.

When Zoey trailed away from his mouth and sucked his earlobe between her teeth, Max let out a groan, one of frustration, not desire. Gripping her upper arms, he gently pushed her away. “Zoey. Stop.” His tone was firm as he met questioning blue eyes. “I-I don’t want you. Not...not like this. Not anymore.”

Hurt flashed in her eyes and Max couldn’t ignore that there was a part of him that wanted to take those words back, take away her suffering, even now, even after she had spent months breaking him down, dismantling him piece by piece.

Determined to hold his ground, he carefully lifted her off of him, depositing her back down on the couch before he stood up to put some distance between them.

“What does that mean?”

“It means that I can’t keep doing whatever... _this,_ ” he gestured between the two of them, “is.”

She tilted her head in confusion. “I don’t...I guess I don’t understand. Did I do something wrong?”

Max heaved an exasperated sigh, crossing and then uncrossing his arms so they fell limply at his sides. “All you ever want from me is sex, Zoey.”

“That’s what we agreed to!” She sprung up off the couch and took a step toward him. “Are you being serious? You can’t be mad at me for that.”

Max regarded her warily as she approached him. “I guess I’m just wondering when you lost sight of the whole ‘friends first’ part of the agreement. Because I’ve tried, _repeatedly_ , for _months_ , to be your friend, to help you through whatever it is you’re going through right now. But you just keep shutting me out. I don’t even know who you are anymore, Zoey.”

“I’m the same person I’ve always been! And if suddenly you don’t like it, well that’s not my fault!” She was standing in front of him now, arms crossed defiantly over her chest and lips pressed tight together, a fire sparking in her eyes.

Max shook his head and laughed in disbelief, the sound of it cutting through the air, derisive and sharp. He could feel his blood starting to simmer. “No, you’re not the same person because the Zoey I’m looking at doesn’t care what she does or who she hurts. She just takes whatever the hell she wants from someone and then says screw them. Screw them and their feelings, their feelings don’t _matter_. The person standing in front of me right now doesn’t care about anyone but herself.”

Zoey faltered, looking taken aback as her jaw dropped. “That’s...that’s not true. I care about y—”

“Don’t even finish that sentence,” he spat out as his blood reached a full boil. “How can you say you care about me when you left last night? I asked you to stay, _I needed you to stay_.” His voice broke and he dug the palms of his hands into his eyes, trying to hold onto his anger. He could feel the pain threatening to engulf him, but he was tired, _so tired_ , of drowning. “Do you know how it felt to wake up and realize you were gone, that you just left without saying a word?”

“I...um, I told you why I had to leave...” she said meekly, twisting her rings around as she avoided meeting his heated gaze.

 _Zoey the Great Avoider of Everything_ , he thought bitterly, his mouth set in a grim line.

“Yeah, and I think we both know it was a lie. A terrible lie, at that. C’mon, give me a little credit, Zoey.” He gave her a pointed look when she finally lifted her eyes back up to meet his.

“Now would be a good time to tell me the truth,” he said, “About everything.”

She remained frozen in place and several long moments passed where she didn’t utter a word. She never uttered a word.

He slumped his shoulders in resignation. “Yeah, that’s what I thought,” he mumbled ruefully before he exhaled a shuddering breath and remembered his purpose for being there. He couldn’t keep giving her just _a little more time._ Not when he was a man with nothing left to give her.

“This whole thing between us, what we’ve been doing, what it’s turned into, it’s destroying me.” All of his previous aggravation had vanished, replaced by anguish and he could feel the hot sting of tears behind his eyes. “Zoey,” he croaked out, “ _you_ are destroying me.” He took a step back, away from her and toward the door.

“Rule number two, one of us can end it at any time, no questions asked.” He leveled his stare at her, not even attempting to conceal his emotions. His voice was hoarse and he was certain his eyes were rimmed red.

“I’m ending it, Zoey. It’s over.”

**Notes for the Chapter:**

> What. The fuck. Have. I done?


	13. You Win, You Lose, You Sing The Blues

**Notes for the Chapter:**

> This chapter is mainly filler with a touch of Zoey (finally!) realizing what a big, dumb, heartless monster she’s been.
> 
> But the comments on the last chapter? Oh. My. God. Allow me to tell you how much your feedback meant to me...I reread them so many times to help fuel this fire and basically, if you left a comment then I Would Die 4 U (darling if you want me to). Okay, now I’m just singing Prince, so let’s get on with it!!

_Max Richman — is it too early to say friend for life?_

A tsunami-sized wave of crippling despair washed over Zoey as she stared unblinkingly down at the very first thing she ever wrote about Max, all those years ago when they met at company orientation. They had fallen into friendship almost instantly, which was unusual for her as she typically had a hard time connecting with people.

But there was something about being with Max that just felt so _right_ and so _easy._ How had they drifted so far from that?

_Oh. That’s right. Because I am incapable of being honest._

Skimming the pages of her journal, the ache in her chest only grew sharper and heavier, like a jagged weight was pressing down on her, puncturing her lungs and making it nearly impossible to breathe.

He had been there through every breakup, every setback, every panic attack, every success, every celebration. The lowest lows and the highest highs and every insignificant moment in between.

Four years of friendship, memories, and...and _love_. Meticulously documented. Right there in black and white. His name was marked on almost every page, integrated so extensively into her life.

And now he was gone. 

She couldn’t erase the image of him telling her it was over from her mind and she knew it would be irrevocably seared into her memory. 

For the first time in months, she had looked at Max, _really looked at him_ , and saw the devastating effects of what she’d been doing to him. The toll her selfishness had taken. He looked so haggard, jaded, and broken. His eyes, which once regarded her with such warmth, looked at her like she had just ripped out his heart, stomped all over it, and then tossed it into a blender.

With a piercing shriek, she launched the journal at the wall with all the strength she could gather, watching as it made contact before it landed on the floor with a resounding thud.

And then she kept screaming. She screamed because she felt so fucking helpless. She was losing her father and she was losing Max (if she hadn’t already lost him completely) and she didn’t know what to do or how to fix it.

Maybe it couldn’t even be fixed.

* * *

After two days had passed, Zoey felt trapped inside a nightmare that she had created and if she spent one more second inside her apartment, she thought she might just lose her shit, _again._

Opening her door, she sucked in a deep breath to calm herself, took exactly four steps, and then started pounding frantically on Mo’s door.

“Somebody better be dead or dying because I am _so not in the mood!_ ”

The door swung forcibly open and Zoey stumbled forward with a yelp of surprise as she still had been smack-dab in the middle of her incessant knocking.

_Funny you should say that, actually, dearest neighbor, because someone is dying. My dad is dying._

However, she hadn’t admitted that out loud yet and she sure as hell wasn’t going to tell Mo that information when they weren’t _really_ even friends. Max had been spot-on when he said ‘barely acquainted neighbor,’ but Zoey needed some guidance and, well, desperate times and whatnot.

After Zoey regained her footing, she flashed Mo what was intended to be a friendly smile, but probably looked more like she was crazed, and walked casually into his apartment as if she hadn’t just made a huge spectacle of herself.

“Why yes, _please_ , come in.” She heard him mutter under his breath, words dripping with sarcasm.

“Do you have any wine?” She asked, taking a seat at his kitchen table and staring expectantly up at him.

“It is 10am on a Monday morning...why aren’t you at work? And what the hell are you wearing? You look like shit and you smell even worse.” Mo wrinkled his nose and glared with repugnance at her disheveled appearance as he uncorked a bottle of wine.

It was _possible_ that Zoey hadn’t bothered to shower or change since Max had left her apartment Saturday morning, which meant she was wearing her rattiest pajamas, her hair was an unkempt mess, and she smelled like a sweaty burrito.

Honestly, her outward appearance was a _very_ fitting depiction of her current mood and life in general.

“I called in sick. I’m taking a personal disaster day.”

“Well, you certainly look the part.” Mo set down a glass in front of her before taking a seat. “Let me guess, your friends with benefits situation got messy just like I said it would?”

Zoey didn’t give a response, just cast her eyes down and gulped the wine.

“That would explain the banshee-like screeching, then.” Zoey couldn’t find it in her to be embarrassed, she just felt awful and heartbroken. And the screaming had been cathartic at the time, a much needed release after months of bottling up her emotions.

“So, why are you here?” Mo arched an eyebrow at her, hands folded on the table.

“To tell you that you were wrong about Max being in love with me. Because he’s the one who ended it.”

 _“Lord give me the patience_ ,” he mumbled with an edge of irritation to his voice, looking skyward, before shaking his head and pointing a finger at her. “You are _so_ stupid.”

“Hey!” Zoey huffed indignantly.

“If he ended it, it’s because he finally accepted you’ll never return his feelings and he doesn’t want to keep breaking his own damn heart! Because I’ve seen the look on that poor, lovesick little fool’s face when he leaves your apartment. And do you know what he does? He _waits_ outside your door, for God knows how long, hoping you’ll change your mind and invite him back in.”

A stretch of silence followed as Zoey mulled over that information. She reflected on all the times he lingered by her door, all the times she wanted to stop him and never did. Was it really possible he felt the same way about her that she did about him?

“...oh,” she replied dumbly after some time had passed before remembering the current precarious status of her situation. “I just never thought I would actually lose Max, y’know? He’s just...always been there for me.”

“So you took his undying love and devotion for granted,” Mo stated it as a fact.

“Kinda...?” Zoey admitted, shrinking down in the chair, feeling ashamed as she made a grab for the wine.

Mo rolled his eyes before reaching a hand out to snatch the glass away before she could take another sip. “You don’t deserve this wine.”

Zoey didn’t attempt to argue or refute it because Mo was right. She didn’t deserve the wine. Just like she didn’t deserve Max. Not after everything she had done.

“What if...what if I do return his feelings?” She confessed quietly. “And I handled the situation in like...the absolute worst way possible? Like I’m talking _cataclysmically bad_. To the point where I’m pretty sure he hates me and never wants to see or talk to me ever again.”

Mo regarded her critically for a long moment, no doubt trying to determine the authenticity of her remorse, before he bestowed his advice. “Friends owe it to each other to have the hard conversations and it sounds like you owe that boy an explanation and an apology. Maybe he won’t forgive you, but he deserves to know the truth, at the very least.”

Zoey nodded mutely in agreement, watching as Mo stood up, crossed the room, and flung open the door. “Now get the hell out of my apartment and take a goddamn shower!”

* * *

By the time Tuesday morning came around, Zoey still didn’t feel like she was prepared to see Max, but she couldn’t avoid him forever and she really wasn’t a person who skipped out on work even when she was _actually_ sick (because she had deadlines that needed to be met and why let a pesky fever stand in the way of productivity?)

So, she donned her crispest blouse, pulled on her favorite emerald green sweater, slathered some makeup on her face, and pretended like she wasn’t falling apart at the seams.

As she walked off the elevator and entered the bullpen, her entire body was trembling with nerves and she fought the urge to flee or hide herself away inside an isolation pod. 

Instead, she straightened her spine and walked to her desk with as much confidence she could muster, though her eyes darted around in a frenzy searching for the one person she was terrified to find.

But she soon discovered that Max was apparently just as hellbent on avoiding her because, according to their team manager, he was working remotely this week.

“Shouldn’t you know that already? I mean, he _is_ your boyfriend.” Tobin, who had obviously been eavesdropping, pointed out before he gave an exaggerated gasp and his hands flew to his face in a mocking display of shock.

“Oooh! Unless you guys broke up! I thought you two were boning yesterday when you didn’t show, but I see what’s happening now. So, who broke up with who?” He rolled his chair over to her desk, his mischievous eyes alight with eagerness. “You dumped him, right? Because there’s no way in hell Max would ever end it. That dude’s so in love with you, it’s pathetic.”

“Tobin, how about your mind your own _fucking_ business for once in your life,” she lashed out before she could tamp down the anger and _sheer guilt_ she felt roiling like a storm inside her chest. 

A smug grin spread across Tobin’s face. “Ay! Looks like we’re all in for a treat today because Ginger has snapped!” Tobin exclaimed with a snap of his fingers before pushing away from her desk and rolling over to Leif where the two of them slapped hands.

Zoey seethed, grinding her teeth as she fought to ignore them. When that failed, she ended up seeking refuge in an isolation pod, after all.

When the end of the workday was near, Zoey didn’t want to — more like she _couldn’t_ — go back to her apartment, where a few of Max’s sweaters and dress shirts were still hanging in her closet, even though it had been months since he last stayed the night. Now, it was a haunting reminder of a time when things were still good between them and they were _happy._ A time when they were still friends.

Zoey never offered to return them and Max never mentioned wanting them back, so they continued to reside in her closet, just biding their time and holding onto the hope that maybe, _one day_ , Max would once again have need for them.

* * *

Entering her parents’ home, Zoey plastered a smile on her face and called out a greeting with a healthy dose of false enthusiasm. She had exactly _zero_ intention of piling her problems on top of their endless mountain of worries, all of which were far greater than any of her concerns.

“Hey k-kiddo!” Her father’s voice rang out loud and clear from his spot on the couch, albeit a bit stilted. It was soon accompanied by a brilliant smile and Zoey’s heart twinged at the effort it took for the smile to appear on his face.

Just further evidence of the disease wreaking its havoc on his system.

Walking over, she plopped down next to him and brushed a kiss across his cheek. “How are you feeling today?” She asked as she gave him a searching look.

“A lot h-happier now that you’re here.” He grabbed her hand and gave it a squeeze. “But you’ve got s-sad eyes. What’s wrong, Zo-bug?” He assessed her right back. It seemed his ability to read her like a book was still fully functional.

“It’s nothing,” she assured him. “Just a crazy day at work, that’s all.”

A deafening clamor from the kitchen drew their attention, both of their heads whipping in that direction. “I’ll go check on that,” Zoey hurried to say before rushing to see what happened. Her mother was crouched down on the floor, sweeping shards of glass into a dustpan.

“Are you okay?” Zoey grabbed the waste bin and bent down to help.

“Yeah, it was an accident, sweetheart.” Maggie offered a grateful smile as she emptied the glass into the bin and stood up. “What brings you by today?”

Zoey shrugged. “Just felt like seeing my favorite people in the entire world.” She tied up the bag so she could take it outside. “Be right back.”

When she returned, her mother was in a daze, a faraway look in her eyes as she leaned back against the counter. Gently, Zoey rested a hand on her shoulder. “Is everything alright, mom?” She softly inquired as she peered up at her.

“I guess I’m just feeling a little sad today,” Maggie admitted with a sigh. “And I was thinking about how I’d give anything to have one last dance with your father. If I had known the last time would be _the last time_...” she trailed off, her voice wavering.

Without warning, the memory of dancing in her kitchen with Max came flooding back, the night she almost professed her love for him. Why couldn’t she have just went through with it, said those three words?

She had been paralyzed with fear about telling him the truth, afraid of what would happen if she did. Friendship was by far the safer option, a way to keep him in her life forever. Zoey didn’t tell Max she loved him because she didn’t want to lose him, but it didn’t matter. She had lost him all the same.

With every word left unsaid, every day that passed where she didn’t tell him about her father, about her feelings, about _anything_ , he slipped further away.

 _God_ , why couldn’t she ever just _say anything?_

Zoey didn’t realize she had started crying until a heaving sob tore through her body and she suddenly found herself wrapped tightly in her mother’s embrace.

“I didn’t mean to upset you, honey,” Maggie consoled, rubbing soothing circles over her back, which only made her cry even harder.

“N-no, you d-didn’t...it’s j-just Max,” Zoey managed to choke out between sobs, her body shaking violently.

Her mother pulled away just enough to glance down at her, concern written all over her face. “Is he okay? Did something happen to Max?” Zoey shook her head furiously, tears streaming down her cheeks. She roughly swiped them away with the back of her hand, an action that proved futile because they kept coming, they wouldn’t stop coming now that they had been unleashed.

When she finally calmed down enough to explain, she told her mother everything, every sordid detail, every way in which she had failed Max as a friend.

To her mother’s credit, Maggie’s face remained impassive, free of judgement as Zoey recounted all of the wretched things she had done.

Cradling Zoey’s face in her hands, her mother lovingly brushed away her tears. “I’m glad you told me about this, I can see how much you’re hurting. We all make mistakes, sweetie.”

Zoey gave a slight, but emphatic shake of her head. “This was so much more than a mistake,” she whispered, her expression pained. “Mom, I don’t think...I think it’s too late—” her voice broke, “I think he really meant it, when he said it was over. Not just...what we were doing, but our friendship.” The tears once again welled up in her eyes.

“What you need to do is talk to Max, tell him everything you just told me. He’s going to make up his own mind about whether he can forgive you or not, but he can’t make that decision, not until you’re honest with him. And I know you’re scared to tell him how you feel, but that young man loves and cares for you so very deeply, that I think, given time, the two of you will find a way to get through this.”

An incredulous look crossed Zoey’s face. “How is everyone so sure that he loves me?” She muttered quietly and her mother gave her a knowing smile. “Oh honey, it doesn’t take a whole song and dance to realize that Max is in love with you.”

As much as she longed to take comfort in her mother’s words, she found that she couldn’t. Maybe he had loved her once, but the vivid image of an anguished and broken Max from Saturday surged forth, reminding her of the damage she had caused.

However, one thing remained unequivocally obvious.

Zoey needed to talk to Max.

**Notes for the Chapter:**

> Unrelated to this story, but can you imagine a holiday fic that’s essentially the plot of the “Christmas Party” episode of _The Office??!_ An idea is brewing...🫖💌


	14. It’s Not Living (If It’s Not With You)

**Notes for the Chapter:**

> Well, I did my best to craft a believable(ish) ending after the colossal mess I created, sooo...🤞🏼

The flashing cursor on his blank screen was mocking him at this point, Max was sure of it. A quick glance at the bottom right showed that it was 6:42 on Tuesday evening and he had literally accomplished nothing else since he finished his section of code for the user interface for the SPRQ Watch over two hours ago. Which was no insignificant feat, but he still had about a million other additional tasks that needed to be completed.

He had thought working from home would result in being more productive, without having Zoey in his direct line of sight to distract him. But he should have known better. He didn’t need to see her to be consumed by her, she was like fire.

However, Max had no regrets about his choice to end his friends with benefits relationship with Zoey. He knew he had made the right decision. Still, that didn’t make his heart any less broken or stop him from missing her so goddamn much.

A knock on the door pulled him from his meandering thoughts. Shoving away from his makeshift workstation at his kitchen table, he went to answer it, under the impression it was Jean-Ralphio, his Postmates delivery guy.

As he swung open the door, his heart betrayed him by skipping a beat when he saw Zoey standing there and she hadn’t gotten any less beautiful in the three days since he last saw her, even with her makeup smudged and her eyes puffy, as if she’d recently been crying.

Before he had a chance to ask why she was at his apartment, his eyes drifted toward the box that was awkwardly positioned under her arm and balanced on her hip. He quickly and easily identified the contents as the clothes he had left at her place.

Max barked out a bitter laugh, shaking his head in disbelief. _Of course, she’s only here to return my stuff._ In a defensive act to safeguard his heart from further destruction, he braced his arm in the doorway, physically and metaphorically blocking her from entry.

Zoey followed his gaze to the box and he watched as realization dawned on her face, clearly understanding the path his thoughts had taken.

“Max, wait! This isn’t...you’ve got the wrong...I-I really need to talk to you,” she stammered, looking panic-stricken. “May I please come in?”

He wanted to ask _why now?_ Why now, after all the times he had tried to get her to open up to him for months, did she have the sudden urgency to talk? He wanted to say that she was a day late and a dollar short.

Too little, too late.

But something stopped him from turning her away and closing the door. Maybe it was the pleading expression on her face or the desperation in her voice that had him slowly lowering his arm and stepping aside, a silent invitation for her to come inside.

He only hoped he wouldn’t regret letting her in.

* * *

Overcome with relief, Zoey strode briskly into Max’s apartment before he could change his mind, promptly setting the box of his belongings down on the floor.

Turning to face him, she shifted nervously on her feet for a moment before clearing her throat. “Um...let’s sit?” Max, looking cautious and unsure, simply nodded and led her over to his black leather couch where the two of them sat on opposite ends.

With her legs tucked up underneath her and him watching her every move, she sucked in a steadying breath. “The whole reason I initiated the friends with benefits thing is because I found out my dad has this rare neurological disease and he’s dying.” Then, quietly and mostly to herself, she added, “That feels _so weird_ to say out loud.”

As if he could sense she wasn’t done speaking, Max didn’t interrupt her, he just sat back with his arms crossed securely over his chest and waited for the words to keep pouring out.

“Needless to say, I didn’t handle the news very well. I was scared and I wanted to pretend like it wasn’t happening. And I just felt so...so fucking sad and _lost._ I didn’t want to feel like that. I wanted to feel good and happy and when...when I thought about what made me feel like that...” her voice dropped to a whisper as she locked her eyes on Max, “I thought about you.”

At her admission, his face gave nothing away, but when he spoke, his tone was low and inquisitive. “Why didn’t you tell me? About your dad?”

Lowering her gaze to where her hands were resting on her knees, she considered his question. “Because telling you would make it real and I wasn’t ready to accept the truth.” She paused, picking at a stray thread on the seam of her pants. “I’m still not ready for it to be real, but I know denying it doesn’t mean it’s not happening.” Zoey threw him a wry smile before her features softened. “And...I-I’ve been denying something else recently.”

“What else have you—”

Max’s question was cut short by a series of loud knocks on the door and he excused himself to answer it, muttering something about Jean-Ralphio being over an hour late. From her spot on the couch, she could vaguely discern the words of an apology and traffic being _‘the wo-orst_ ’ in an obnoxious singsong voice.

When he returned, arms laden with styrofoam containers, he placed them on the coffee table before resuming his position on the couch, fully committed to finishing their conversation. “What else have you been denying?”

Rather than answer his question directly, Zoey skirted around it, trying to work up the nerve to admit her true feelings. “Um, for awhile...it seemed like my dad was doing better, or, at least, he wasn’t doing any worse.”

“But then...uh, the day of the barbecue, when I saw you save my dad from falling, I-I guess it just kind of...hit me, all at once. That he really _is_ going to die and um...when I kicked you out that night, I didn’t _want_ you to leave, but I needed you to go, because...” she trailed off, trying to find the right words that would explain her actions. “Because I was terrified to lose you, too.”

Confusion marred his features. “That doesn’t make sense.” Max said slowly, tilting his head while he studied her, uncrossing his arms as he sat up straight. “I mean, I don’t understand...why kick me out if you didn’t actually want me to leave?” She could hear the skepticism in his voice.

Zoey released a tremulous breath and her heart rate sped up. “Remember how, when we were establishing the rules for our whole...arrangement, and you said I couldn’t go falling in love with you?”

Max gave a very subtle nod of his head, swallowing heavily as he rested one arm along the back of the couch and leaned in just a fraction closer, giving her his undivided attention.

Her heart was now thumping erratically in her chest as she made eye contact, her voice barely more than a whisper, “Well, I realized I had broken that rule.”

Before Max could react to her confession, the next words left in a rush. “And I know that’s not fair of me to say to you right now...and it doesn’t erase all the pain I caused. I’ve been so, _so_ horrible to you. I’m pretty sure I’ve been the worst friend in existence. Actually, I haven’t even been a friend to you, like, at all.”

Max remained silent, thoughtful as he regarded her. Zoey couldn’t decipher the expression on his face, but she continued, determined to be fully transparent with him now, something she should have been from the start.

“I never meant to hurt you, Max. I was afraid to tell you how I felt, afraid you didn’t feel the same way and I thought that by keeping you at a distance...I don’t know,” she gave a slight shake of her head at her own stupidity, “it was somehow safer? I just — I didn’t want to risk losing you.” She let out a pitiful laugh as sadness crept into her tone. “But I lost you, anyway.”

A shadow of a smile flitted across his face a moment before he let out an incredulous laugh, which immediately caused her heart to sink into her stomach.

Feeling dejected, she slumped her shoulders. “I understand if you can’t forgive me. I know I definitely don’t deserve it,” she mumbled miserably in acceptance, under the assumption that he was laughing at her for thinking he could ever possibly feel the same way about her.

She was once again reminded of the fact that Max had never really been hers to lose and this whole friends with benefits situation had been her _stupid_ idea in the first place.

Upon noticing the melancholic look on Zoey’s face, a small smile quirked the corners of his mouth and there was the tiniest flicker of amusement sparking in his eyes.

“You could never lose me,” he promised quietly before he emitted another disbelieving chuckle, running a hand roughly through his hair so it was tousled. “I just find it funny how we’ve both been such clueless cowards.”

“Max, what...?” She tentatively asked, confused by what he meant.

He shifted closer on the couch so he could reach for her hands and she moved with him, her body drawn to his like a magnet. “Don’t get me wrong, I’m still a little mad at you for not telling me the truth about your dad from the start.” At this, his voice grew grave with emotion. “And I’m more than a little hurt by how you’ve treated me the last couple of months. That’s going to take some time to heal.”

Zoey bobbed her head in agreement before glancing down to where their hands were intertwined, feeling a glimmer of hope that he wasn’t letting go.

“But I do understand the being afraid to tell me how you felt part. Believe me, I know that _all too well_.” He ducked his head as a grin slowly started to spread across his face. “Because I had a crush on you from the beginning and when I realized that my feelings for you were so much deeper than that, I was scared to tell you...and I didn’t tell you.” He looked up to meet her eyes, still holding onto her hands. He gave them a gentle squeeze and her breath caught in her throat. “But I guess I’m telling you now,” he admitted in a soft voice.

“So, you’re saying that...that you love me? E-even now?”

“Yes, Zoey. I love you.” His faint grin blossomed into a brilliant smile and he added, “Especially now.”

Without another word, she looped her arms around his neck and pulled him toward her, hugging him tight as his arms slid securely around her back.

For a long moment, the two of them just held onto each other.

“I am so sorry,” she spoke in a hushed tone, her lips brushing lightly against his ear. “For making you feel like you meant anything less than...than _everything_ to me.” She tightened her grip on him. “Because I realized something else recently. After Saturday, I thought I lost you for good and I couldn’t bear the thought of not having you in my life. And not just as my friend.”

She broke away from their embrace, rested her hands firmly on his shoulders, and unflinchingly met his gaze with open vulnerability.

“I love you, Max.” 

The look on his face made her want to stay right there for a very long time, possibly forever.

“And I understand if you don’t want to, or you _can’t_ , but if there’s any chance for us to...to do this for real, then I promise to be all in.”

“You mean like, a real relationship?” He asked hopefully, but with some measure of hesitancy.

She nodded, biting her lip. 

“And you’re sure?”

“I’ve never been more sure of anything in my entire life.”

A stretch of silence passed as she awaited his response, still clutching onto his shoulders. 

“Okay,” he said simply, placing a hand on her knee, the feel of it spreading warmth through her body and settling in her chest. “But it can’t be like how it was, you can’t shut me out again. And...I’d like to take it slow.”

“I couldn’t agree with you more,” Zoey readily supplied. “That’s why I brought your stuff back. I wanted a fresh start, to do this right. I don’t want it to feel like we’re just jumping right back into what we were doing before.”

The next words were spoken ardently as she slid her hands down to his chest, where she could feel his heart beating beneath her palm. “I want to earn your love this time and show you, every day, how much you mean to me.”

Max inhaled deeply, his eyes never wavering from hers and she could feel him tremble under her touch.

“And if the day ever comes where I feel like I’ve finally earned you, then I promise I’ll work even harder to keep you,” she whispered just loud enough for him to hear.

His free hand moved up to cradle her face, his thumb caressing her cheek. “Zoey,” he whispered back just as softly, with reverence, before he kissed her.

This kiss felt different than any of the previous ones they had shared because it was fueled by pure, unmitigated affection and the knowledge that they both wanted something real, that this was no longer just pretend.

With a sigh of contentment and a touch of regret, she detached her lips from his. “I don’t want to leave,” she confessed in a low tone, resting her forehead against his as she threaded her fingers through his hair.

“Then stay,” he murmured, sweeping his thumb across her cheek once more while he gazed at her in awe, almost like he couldn’t believe that she was really there.

“But I-I thought...I mean, you said you wanted to take things slow...” Zoey trailed off, her tone questioning as she pulled away so she could regard him more fully, searching his face.

“I do, but I wouldn’t mind having you in my bed.” When she arched an eyebrow at him, Max expelled a breathless laugh. “Strictly for the purpose of sleeping,” he clarified in a teasing voice.

Zoey enthusiastically nodded her acceptance before glancing over at the containers piled on his coffee table. “So, are you going to eat all that food yourself or...?” She stared back at Max with wide, hopeful eyes. He let out an amused snort, playfully rolling his eyes as he told her to dig in.

After eating room temperature Chinese food, they spent the rest of the night in bed sharing languid kisses, soft looks, and tender smiles until they drifted off to sleep, wrapped happily in each other’s arms.

* * *

The next morning, Max decided to cut his stint of working from home short. On the drive over to work, he swung by Zoey’s apartment so she could change before the two of them arrived at SPRQ Point.

For months now, everyone on the fourth floor just assumed they were together. And while they never denied it, they also never acted in a way that would confirm it because, _technically speaking_ , there was nothing _real_ going on between them that could even be confirmed.

But that was no longer the case and when they stopped by her desk, Zoey fisted a hand in his shirt and lifted up onto her toes, kissing him soundly.

“Sorry for just kissing you in front of everyone,” she apologized sheepishly when she pulled away, peering up at him with a broad smile and a twinkle in her eyes.

However, based on the goofy grin that split across his face, she had a feeling that Max didn’t mind at all.

**Notes for the Chapter:**

> I layered the frosting on pretty thick at the end.
> 
> And yes, Jean-Ralphio the Postmates delivery guy is Jean-Ralphio Saperstein!


	15. But I’m Just Fine ‘Cause I Know That You’re Mine

**Notes for the Chapter:**

>  **Surprise! Bonus Chapter!**
> 
> I’ve been wanting to write this epilogue of sorts for awhile now, but lacked inspiration. Then Taylor Swift released evermore and we got those new promos (which I definitely stole a line from one of them & used it to fit my narrative) so...here we are!
> 
> I felt like everything got wrapped up a little too neatly, given how I basically destroyed Max, so this is me diving into the aftermath of their much needed conversation. Don’t worry, this should still end with everyone feeling quite _satisfied_ 😏

Max meant it when he said he wanted to take things slow, just like Zoey meant it when she agreed that she wouldn’t shut him out again and she wanted to earn his love. 

Three months passed of Zoey sharing her pain and fears with Max that her father would miss out on all her ‘big moments’ and how, when his time inevitably ran out, it’d leave a hole inside her that was so impossibly big, Zoey wasn’t sure she was strong enough to come out on the other side of her grief. She was already spiraling, but in those moments when Max could sense she was about to spin out of control, he did his best to keep her centered.

Those three months had also been spent by Max revisiting the trauma of his youth, which had unknowingly bled into his adult life as he continued his self-destructive habit of putting everyone else first until he reached his breaking point, culminating in him ending his friends with benefits relationship with Zoey.

That decision had been a step in the right direction on his path of healing. Because Max couldn’t be Zoey’s savior or means of escape. It’s not what he wanted and it definitely wasn’t what he deserved.

Once that had been established, in order to move forward with a real relationship and give them a fighting chance at a fresh start, Max knew he had to confront his long-repressed childhood and how the feeling of worthlessness and never being enough haunted him, still, to this very day.

He confided as much to Zoey, who knew he didn’t have the best relationship with his family, but lacked the knowledge of how deep those wounds ran because even Max himself didn’t realize how extensive the damage was until recently.

It had been three months of taking things slow and tearing down walls until all that remained was the two of them, stripped bare and surrounded by dust as they worked to rebuild a foundation of trust.

Two people, broken and hurting in their own ways, coming together to provide comfort and support and learning to love all the messy, complicated parts.

A lot of progress had been made in those three months, but one thing they hadn’t done was make love.

They had come close, many times, but something always stopped them. Max would tense up ever so slightly under her touch when her hands wandered south, barely perceptible, but Zoey noticed, she always noticed. Then she’d pull away, her eyes searching his where she must have been able to detect the faint traces of hesitancy in his eyes because she would immediately back down, offering no pressure.

And it’s not that he didn’t want to be intimate with her, he was just afraid he’d feel like he had before.

His heart, still fragile and mending, couldn’t endure the pain it would evoke if Zoey suddenly decided to change her mind, if she wasn’t as ‘all in’ as she claimed to be. Not that she’d given him any reason to doubt her intentions since that night they had their Talk, but he couldn’t yet shake the memories of a callous and impenetrable Zoey and him standing alone on the other side of the door.

Max needed some sort of sign or confirmation that she was in it for the long haul, before he’d allow himself to give into her fully once more, despite how badly his body ached for her and how it was getting increasingly harder for him to resist her, especially during those few nights a month that were spent together, crashing at each other’s apartment, one of his stipulations for easing into a relationship.

But he was determined to wait for what he needed from Zoey and until then, he’d just have to keep taking matters of fulfilling his desire into his own hand, literally.

* * *

Snuggled comfortably against Max’s side on his black leather sofa as the end credits rolled for _Green Lantern_ (which ended up being a god-awful pick for movie night), their peaceful cocoon was interrupted by the abrupt and loud buzzing of a phone.

Max stole a sideways glance at the end table, where the source of the noise was originating from, his muscles immediately growing taut and his face contorting into a grimace as he muttered, “I’ve got to take this, why don’t you get ready for bed and I’ll be in when I’m done?” 

Zoey, sensing Max wanted some privacy and already having a pretty good idea of who was calling based on his facial expression alone, merely nodded and retreated from the room, hearing a sigh of resignation and a tortured “Hello?” as Max answered the phone.

After slipping into the pajamas she had brought with her, she entered the bathroom to brush her teeth, trying not to eavesdrop on the conversation that was taking place on the other side of the wall, less than twenty feet away.

Instead, she focused on how the holidays were approaching and this would be the first year Max spent them with her family as something more than just her best friend. As her significant other. As her boyfriend.

While that thought filled her with joy, it was countered by a pang of sorrow when she realized it would probably be her father’s last Christmas. Doctor Hamara’s original life expectancy estimate of two years was beginning to look increasingly more like one year, given that her father could no longer speak and had lost the ability to swallow anything that wasn’t liquid or puréed.

Zoey could see in the mirror when Max emerged behind her, his face drawn tight, lingering in the doorway as she spat out the toothpaste, rinsed her mouth, and deposited the toothbrush next to his in the ceramic holder.

“My dad’s in town and he’s sending a car to pick me up for dinner tomorrow night. Absolutely no forewarning, doesn’t care that I might already have plans. Just expects me to drop everything for him.” Bitterness crept into his tone as he slumped heavily against the door frame.

Without hesitating, she pivoted to face him. “I’ll come with you.”

He gave an emphatic shake of his head. “Zoey, no, I can’t ask you to do that.”

She threw him a smirk. “Technically speaking, you didn’t ask me, I offered to go.”

When Max’s expression remained uncertain, his lips smashed tight together as he contemplated her offer, she continued. “We’ve been friends for nearly five years and I’ve never once met anyone in your family. You’re already an honorary Clarke, my parents adore you, I’m pretty sure David likes you more than he likes me. I want your dad to know me...” She ducked her head, wringing her hands together. “I want...I want to be a part of your family, too,” she admitted in a soft voice.

When her eyes darted back up to meet his gaze, his face had visibly softened, his lips now parted slightly, but she couldn’t place the look in his eyes.

Feeling self-conscious when several moments passed and he hadn’t said anything, she spun around and began washing her face, although she could feel his eyes boring into her back as she bent over the sink.

Before she could stop it, the next words tumbled out of her mouth in a nervous ramble. “I know I’m not the best with emotions or expressing how I feel with, like, actual words. But after what happened, when I thought I lost you, I just...” she trailed off, lifting her head to meet his stare through the mirror, “Max, I can’t imagine my life without you in it. And I can’t promise I won’t ever do something stupid again, because life is weird and hard and beautiful and unpredictable. I never thought I’d be losing my dad before I turn thirty.” Her throat constricted and Max took a tentative step toward her.

“I guess what I’m trying to say, quite badly, is that I don’t know what happens next for us, all I know is that whatever happens, we’re in this together, okay?”

A few more steps and he had bridged the gap between them, his body was warm and solid behind hers, entirely too enticing as she leaned back against his chest, smiling at his reflection when he snaked his arms around her stomach.

“Okay,” he agreed quietly before his mouth formed a happy little grin that reached his eyes, “I’d love to have you come with me tomorrow.”

A feeling of warmth washed over her, a direct result of his words and his arms wrapped tight around her, fitting snug like a blanket of comfort and security. Some sound of pure contentment bubbled from the back of her throat which set off an unexpected, but extremely welcome, sequence of events.

Zoey vaguely registered the flash of desire in his eyes before his hands were tugging at the bottom hem of her pink NASA night shirt, raising an eyebrow in silent question. She nodded, a little too enthusiastically because Max huffed out an amused chuckle before peeling the shirt off her body to reveal a coral lace bralette she had worn _just in case._

In the mirror, she saw his eyes darken as he appraised the sight in front of him, all hints of amusement gone and replaced by lust, his hands skimming up her arms to rest on her shoulders. 

Settling his gaze on her face in the reflection, Max was avidly watching as her eyes widened in surprise, her breath hitching on a gasp as he toyed with the lacy strap of the bra. “This is new,” he murmured, lightly trailing one finger down to trace along the swell of her breast.

Biting down on her bottom lip, Zoey recalled how she had been out Christmas shopping just the other day and had impulsively bought the matching lingerie set. In the dressing room, she admired how the underwear flattered the curves of her ass and imagined Max’s hands running across the fabric covering her breasts, much like he was doing now, his thumb teasing her nipple until it hardened under his touch.

She could already feel her pulse racing, her body flushing with desire and he had hardly even touched her yet.

“Take off your pants.” It was a gentle command, one that Zoey was all too willing to obey as she hooked her thumbs beneath the elastic waistband of her striped pajama pants and guided them down her legs, hastily kicking them aside.

She sucked in a sharp breath when he lowered his mouth to take the strap of her bra between his teeth, slowly tugging it off her shoulder. “Touch yourself,” he mumbled against her skin, his tongue lightly dragging its way to her neck as his eyes stayed locked on hers.

Raising her eyebrows at his request, her body stiffened while she shot Max a look of mild alarm before he slid his hand back to palm her breast, sucking on her neck as she emitted a sound that fell somewhere between a whimper and a sigh.

Zoey hesitated only a moment before she relaxed her muscles, trusting Max and desperate to relieve the mounting pressure between her legs.

Unflinchingly meeting his gaze, she first began caressing the smooth skin of her stomach before she tantalizingly danced her fingers along the top hem of her underwear, slowly edging beneath the fabric, tilting her head to allow Max better access to her neck as she stroked along her outer folds, moaning softly while she circled her clit with her thumb.

She had to admit, there was something erotic about having Max watch as she pleasured herself, especially when his breath almost immediately grew hot and ragged against her ear and she could feel his erection pressing into the small of her back as she plunged a finger inside her heat, quickly removing it and adding a second, imagining it was Max’s fingers bringing her pleasure with every steady stroke of her hand.

She confessed as much out loud, causing him to mutter a curse under his breath, reflexively squeezing her breast once before he abruptly withdrew his hand and pulled his head away from her neck, standing up straight.

Zoey felt as he began fumbling with the button on his jeans behind her and she momentarily stilled her movements, waiting to see what he was going to do next, wanting him to thrust himself deep inside her, over and over, until she forgot her own name.

“Keep going,” Max urged, his voice rough and strained from arousal, still watching her reflection intently as he freed his throbbing erection and started pumping it in his hand in time with her strokes, releasing a groan of pleasure.

She bit back the sting of disappointment, longing to be filled by him completely, to feel him moving inside her once more, after months of missing his body.

She wondered if he’d shy away from her touch now, if she wrapped her delicate fingers around him, or better yet, her lips, sucking him deep into her throat, unyielding in her efforts until she brought him to release.

“Please,” she begged, “I want to touch you.”

The strangled plea left her mouth, seemingly of its own accord, because she knew better than to pressure Max, after everything they had been through and worked so hard to rebuild.

But her brain was addled from desire, her body thrumming with need even as she quickened the rhythm of her fingers sliding in and out of her, it wasn’t enough and her eyes drifted shut as she let loose a frustrated sob.

Zoey gave a yelp of surprise when she suddenly felt Max’s hand grab her wrist, yanking it free from her underwear and spinning her around, fusing their mouths together as the counter dug painfully into her lower back.

Hooking a leg around his, she fisted a hand in his hair, the other clutching his arm as she kissed him back feverishly, rocking against him while his hands were holding firmly onto her hips, locking her in place.

She gasped when he bit down on her bottom lip, his tongue darting out to sweep over the imprints before moving to kiss along her jaw and down the base of her throat, moaning when she felt the gentle suction of his mouth against the rapid and fluttering pulse on her neck.

When he pressed his hips into her, she winced as the sharp edge of the counter clawed into her back, a reaction that didn’t go unnoticed by Max as he slid his hands down to cup her ass, easily lifting her and staggering his way out of the bathroom and across the hall until they entered his bedroom.

After setting her down on her feet, they made quick work of shedding the remainder of their clothes, reaching for one another as they fell tangled together onto the bed.

On her back, with Max hovering over her, she cradled his face in one hand, his evening stubble rough against her palm.

“Are you sure about this?” She asked, searching his brown eyes, which were clouded with lust, but she could also detect the familiar warmth and softness breaking through the haze. “Because I can wait. I want you to feel one hundred percent comfortable and I don’t want you to have any regrets when we do this again.”

Max leaned into her touch, a sigh escaping before he whispered her name and bent down to lightly brush a kiss to her lips. “I’m sure,” he confirmed, smiling against her mouth as he kissed her again, soft and slow.

Gliding her hands down to rest on his shoulders, she deepened the kiss, prodding her tongue between his parted lips, feeling when he released a shuddering breath before he hungrily began devouring her.

Any semblance of holding back was gone as he plucked at her lips, his hips pressing hard into her, causing her to moan when his erection rubbed against her inner thigh, so close to where she was wet and aching for him.

Trailing away from her mouth, Max slid down her body, gently scraping his teeth across her nipple before lapping at it with tiny flicks of his tongue, making her squirm and whimper beneath him. She arched against him in a silent plea, but he remained in place, teasing and caressing her breasts.

“I’ve been fantasizing about touching you like this again for months, I need to get reacquainted with all my favorite parts of you.”

“Like here.” He pressed a featherlight kiss just below her ribcage. “And here.” The hard ridge of her hip. “ _Definitely_ here.” He squeezed her ass.

This delicious torture continued for some time, using his hands, mouth, and sometimes just the damp heat of his breath to point out specific parts of her body. Her calf, behind her knee, her wrist, the nape of her neck, and the shell of her ear.

It wasn’t until he was dropping a kiss onto each tip of her fingers that she expelled a breathless laugh. “Max, you’re touching every part of me.”

“Precisely,” he agreed in an undertone before placing his palm flat on her chest. “But this is my absolute favorite part.”

“My sternum?” She inquired seriously, quirking an eyebrow at him.

Max chuckled low in his throat, rolling his eyes. “No. Your heart, weirdo. Actually, maybe that’s second to your mind, but...” he trailed off, noticing the brilliant smile that stretched across her face, returning it with a bright smile of his own.

There was no denying it was a cheesy thing to say, but Zoey knew sincerity laced his words and she was happy, so unbelievably happy, that they had made it to this point.

However, after a moment of reveling in her joy, she writhed beneath him, her body still pulsing with need. “How about we continue this exploration of my body in the morning, after I’ve had a good night’s rest and my patience has been fully restored?”

“Funny that you think you’ll be getting any sleep tonight,” he practically growled before pushing inside her without warning, swallowing her surprised gasp with a kiss.

Winding her legs around him, she matched his thrusts, sending him deeper. He broke away from her mouth and nuzzled his face into the crook of her neck, panting heavily as he drove into her again and again.

She speared a hand into his hair, running her fingers through it with wild abandon, mindlessly chanting his name as they continued to move together, bringing each other closer to the edge with every roll of their hips.

“Wait,” he rasped against her neck, the vibration sending a shiver down her spine even as she halted her movements, watching as his head lifted so he could peer into her eyes. “I want to see all of you when I come.”

Understanding what he meant, she gave a seductive grin before shifting positions so she was on top, her palms pressing into his toned chest as she sank down onto him.

He emitted soft grunts of pleasure, his fingers roughly digging into her hips as she rode him hard and fast, desperately seeking release after all the pent up frustration from his teasing that night, not to mention the months spent craving his body, waiting to be filled by him again.

When her breathing grew rapid and shallow, one of his hands drifted between her legs, teasing her clit with smooth, measured strokes until she came with a loud cry, throwing her head back and calling out his name as her thighs trembled and her inner walls clenched around him.

She kept up her pace, inviting him to follow her over the edge, which he did after a few more deliberate thrusts, tensing beneath her right before she felt his warmth spilling inside her.

* * *

Max awoke the next morning to Zoey’s back nestled against his chest, his arm slung loosely over her waist. Tightening his hold, he drew her in closer and grazed his lips across her bare shoulder until she stirred in his arms and mumbled a groggy, “Mm, good morning.”

After a few minutes of comfortable silence and Max lazily caressing the soft skin of her stomach as they eased into wakefulness, Zoey flipped around to face him.

“Are you ready to see your dad today?” Her voice was still hoarse from sleep, her blue eyes slightly glazed over as she settled her hand on his hip.

“No,” he answered honestly. “But knowing you’ll be with me certainly helps.”

Not wanting to ruin a perfectly good start to the day, Max leaned in to capture her lips in a quick kiss before she could comment any further on the subject.

“Let’s not discuss that right now, I think we still have some unfinished business from last night.” He knew it would be impossible for her to miss the inflection in his tone.

“You’re insatiable,” she grinned, her words and her fingers lightly teasing as she had already reached down to release him from the confines of his underwear and was stroking along his length.

Max muttered a soft curse as all the blood in his body rushed south, but he couldn’t be deterred and he brought his hand up to brush his thumb across her right eyebrow. “I’m a big fan of this eyebrow in particular,” he told her, continuing on with his list of his favorite parts of the woman who was everything to him.

“Why that one?” Zoey asked, pausing her movements but still gripping his cock and Max hissed out a strained chuckle when he felt her eyebrow inch upward under his touch.

“Because that’s the one you always raise at me when I do or say something you find to be ridiculous, much like you’re doing right now.” 

Zoey regarded him a moment and he watched as her head gave a subtle tilt.

“You know, Max, you’ve had your fun, but I’ve also been dreaming about touching you for months and I think it’s _my_ turn now to get reacquainted with my favorite parts of your body.”

A mischievous glint flared in her eyes as she maneuvered herself down between his legs, wrapping her hand around the base of his erection.

“And I know exactly which part I’d like to start with.” His cock twitched in her hand when her hot breath fanned across the tip. “I don’t want to hear a word from you until we have both _finished_ , understood?” Her tone was firm as she sternly arched that damn eyebrow at him, a sly smile playing on her lips.

All Max could manage was a hasty nod before she sucked him into her mouth.

**Notes for the Chapter:**

> This fic is now *officially* done. Feedback is my lifeblood. Inject me with your thoughts 💉 (and yes, I changed the tags again because I definitely think this qualifies as a happy ending hahah)


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